Unassociated Document


    

      EXECUTION

       

       

    

    
      

      

    

    

      GREENWICH
        CAPITAL ACCEPTANCE, INC.,

      Depositor

      


       

      GREENWICH
        CAPITAL FINANCIAL PRODUCTS, INC.,

      Seller


       

      and

       

      


      WELLS
        FARGO BANK, N.A.,

      Trustee

      


       

      POOLING
        AND SERVICING AGREEMENT

      


      Dated
        as
        of November 1, 2006

      _________________________________

       

      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2006-12

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Table
        of Contents

    

    

      
        	 	 	
                Page

              
	
                 

                ARTICLE
                  I DEFINITIONS; DECLARATION OF TRUST

                 

              	
                 

                5

                 

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                5

              
	
                SECTION
                  1.02.

              	
                Accounting.

              	
                59

              
	
                 

                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

                 

              	
                 

                59

                 

              
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                59

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by Trustee.

              	
                66

              
	
                SECTION
                  2.03.

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

              	
                68

              
	
                SECTION
                  2.04.

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

              	
                72

              
	
                SECTION
                  2.05.

              	
                [Reserved].

              	
                74

              
	
                SECTION
                  2.06.

              	
                Representations
                  and Warranties of the Depositor.

              	
                74

              
	
                SECTION
                  2.07.

              	
                Issuance
                  of Certificates.

              	
                75

              
	
                SECTION
                  2.08.

              	
                Representations
                  and Warranties of the Seller.

              	
                76

              
	
                SECTION
                  2.09.

              	
                Covenants
                  of the Seller.

              	
                77

              
	
                 

                ARTICLE
                  III ADMINISTRATION OF THE MORTGAGE LOANS

                 

              	
                 

                78

                 

              
	
                SECTION
                  3.01.

              	
                Servicing
                  of the Mortgage Loans.

              	
                78

              
	
                SECTION
                  3.02.

              	
                REMIC-Related
                  Covenants.

              	
                78

              
	
                SECTION
                  3.03.

              	
                Release
                  of Mortgage Files.

              	
                78

              
	
                SECTION
                  3.04.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                79

              
	
                SECTION
                  3.05.

              	
                Enforcement
                  of Regulation AB Deliverables.

              	
                81

              
	
                SECTION
                  3.06.

              	
                Sarbanes-Oxley
                  Certification.

              	
                81

              
	
                SECTION
                  3.07.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                82

              
	
                SECTION
                  3.08.

              	
                Additional
                  Information.

              	
                87

              
	
                SECTION
                  3.09.

              	
                Intention
                  of the Parties and Interpretation.

              	
                88

              
	
                SECTION
                  3.10.

              	
                Indemnification
                  by the Trustee.

              	
                88

              
	
                SECTION
                  3.11.

              	
                [Reserved].

              	
                89

              
	
                SECTION
                  3.12.

              	
                Reporting
                  Requirements of the Commission.

              	
                89

              
	
                 

                ARTICLE
                  IV ACCOUNTS

                 

              	
                 

                89

                 

              
	
                SECTION
                  4.01.

              	
                Servicing
                  Accounts.

              	
                89

              
	
                SECTION
                  4.02.

              	
                Distribution
                  Account.

              	
                90

              
	
                SECTION
                  4.03.

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              	
                92

              
	
                SECTION
                  4.04.

              	
                [Reserved].

              	
                94

              
	
                SECTION
                  4.05.

              	
                Financial
                  Guaranty Insurance Policy.

              	
                94

              
	
                SECTION
                  4.06.

              	
                Prefunding
                  Account.

              	
                95

              
	
                SECTION
                  4.07.

              	
                Capitalized
                  Interest Account.

              	
                96

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 

                ARTICLE
                  V FLOW OF FUNDS

                 

              	
                 

                96

                 

              
	
                SECTION
                  5.01.

              	
                Distributions.

              	
                96

              
	
                SECTION
                  5.02.

              	
                Allocation
                  of Net Deferred Interest.

              	
                106

              
	
                SECTION
                  5.03.

              	
                Allocation
                  of Realized Losses.

              	
                106

              
	
                SECTION
                  5.04.

              	
                Statements.

              	
                107

              
	
                SECTION
                  5.05.

              	
                Remittance
                  Reports; Advances.

              	
                111

              
	
                SECTION
                  5.06.

              	
                Compensating
                  Interest Payments.

              	
                112

              
	
                SECTION
                  5.07.

              	
                Basis
                  Risk Reserve Fund.

              	
                112

              
	
                SECTION
                  5.08.

              	
                Recoveries.

              	
                113

              
	
                SECTION
                  5.09.

              	
                The
                  Final Maturity Reserve Trust.

              	
                113

              
	
                SECTION
                  5.10.

              	
                Yield
                  Maintenance Agreement; Class 2A-1A2 Yield Maintenance Agreement;
                  Class
                  2A-1A3 Yield Maintenance Agreement; Yield Maintenance Trust; Yield
                  Maintenance Trust Account.

              	
                114

              
	
                SECTION
                  5.11.

              	
                Yield
                  Maintenance Account; Collateral Account; Class 2A-1A2 Yield Maintenance
                  Account; Class 2A-1A3 Yield Maintenance Account.

              	
                116

              
	
                 

                ARTICLE
                  VI

                 

              	
                 

                119

                 

              
	
                THE
                  CERTIFICATES

                 

              	
                119

                 

              
	
                SECTION
                  6.01.

              	
                The
                  Certificates.

              	
                119

              
	
                SECTION
                  6.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                120

              
	
                SECTION
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                128

              
	
                SECTION
                  6.04.

              	
                Persons
                  Deemed Owners.

              	
                128

              
	
                SECTION
                  6.05.

              	
                Appointment
                  of Paying Agent.

              	
                129

              
	
                 

                ARTICLE
                  VII DEFAULT

                 

              	
                 

                129

                 

              
	
                SECTION
                  7.01.

              	
                Event
                  of Default.

              	
                129

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act.

              	
                130

              
	
                SECTION
                  7.03.

              	
                Waiver
                  of Event of Default.

              	
                131

              
	
                SECTION
                  7.04.

              	
                Notification
                  to Certificateholders.

              	
                131

              
	
                 

                ARTICLE
                  VIII THE TRUSTEE

                 

              	
                 

                131

                 

              
	
                SECTION
                  8.01.

              	
                Duties
                  of the Trustee.

              	
                131

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                133

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                135

              
	
                SECTION
                  8.04.

              	
                Trustee
                  and Custodian May Own Certificates.

              	
                136

              
	
                SECTION
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              	
                136

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              	
                136

              
	
                SECTION
                  8.07.

              	
                Resignation
                  or Removal of Trustee.

              	
                137

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              	
                138

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              	
                138

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                138

              
	
                SECTION
                  8.11.

              	
                Limitation
                  of Liability.

              	
                140

              
	
                SECTION
                  8.12.

              	
                Trustee
                  May Enforce Claims Without Possession of Certificates.

              	
                140

              
	
                SECTION
                  8.13.

              	
                Suits
                  for Enforcement.

              	
                140

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  8.14.

              	
                Waiver
                  of Bond Requirement.

              	
                141

              
	
                SECTION
                  8.15.

              	
                Waiver
                  of Inventory, Accounting and Appraisal Requirement.

              	
                141

              
	
                SECTION
                  8.16.

              	
                Appointment
                  of Custodians.

              	
                141

              
	
                SECTION
                  8.17.

              	
                Indemnification.

              	
                141

              
	
                SECTION
                  8.18.

              	
                Limitation
                  of Liability of Trustee and Administrator;
                  Indemnification.

              	
                142

              
	
                SECTION
                  8.19.

              	
                Administrator’s
                  Fees and Expenses.

              	
                142

              
	
                SECTION
                  8.20.

              	
                Resignation
                  or Removal of the Administrator.

              	
                143

              
	
                SECTION
                  8.21.

              	
                Closing
                  Opinion of Counsel.

              	
                143

              
	
                 

                ARTICLE
                  IX REMIC ADMINISTRATION

                 

              	
                 

                144

                 

              
	
                SECTION
                  9.01.

              	
                REMIC
                  Administration.

              	
                144

              
	
                SECTION
                  9.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                146

              
	
                 

                ARTICLE
                  X TERMINATION

                 

              	
                 

                147

                 

              
	
                SECTION
                  10.01.

              	
                Termination.

              	
                147

              
	
                SECTION
                  10.02.

              	
                Additional
                  Termination Requirements.

              	
                150

              
	
                SECTION
                  10.03.

              	
                NIMS
                  Insurer Optional Purchase Right of Distressed Mortgage
                  Loans.

              	
                150

              
	
                 

                ARTICLE
                  XI DISPOSITION OF TRUST FUND ASSETS

                 

              	
                 

                150

                 

              
	
                SECTION
                  11.01.

              	
                Disposition
                  of Trust Fund Assets.

              	
                150

              
	
                 

                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

                 

              	
                 

                151

                 

              
	
                SECTION
                  12.01.

              	
                Amendment.

              	
                151

              
	
                SECTION
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                152

              
	
                SECTION
                  12.03.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                152

              
	
                SECTION
                  12.04.

              	
                Governing
                  Law; Jurisdiction.

              	
                154

              
	
                SECTION
                  12.05.

              	
                Notices.

              	
                154

              
	
                SECTION
                  12.06.

              	
                Severability
                  of Provisions.

              	
                154

              
	
                SECTION
                  12.07.

              	
                Article
                  and Section References.

              	
                155

              
	
                SECTION
                  12.08.

              	
                Notice
                  to the Rating Agencies.

              	
                155

              
	
                SECTION
                  12.09.

              	
                Further
                  Assurances.

              	
                156

              
	
                SECTION
                  12.10.

              	
                Benefits
                  of Agreement.

              	
                156

              
	
                SECTION
                  12.11.

              	
                Acts
                  of Certificateholders.

              	
                157

              
	
                SECTION
                  12.12.

              	
                Successors
                  and Assigns.

              	
                157

              
	
                SECTION
                  12.13.

              	
                Provision
                  of Information.

              	
                157

              
	
                SECTION
                  12.14.

              	
                Transfer
                  of Servicing.

              	
                158

              
	 	 	 
	
                EXHIBITS
                  AND SCHEDULES:

                 

              	 
	
                Exhibit
                  A

              	
                Form
                  of Senior Certificate

              	
                A

              
	
                Exhibit
                  B

              	
                Form
                  of Subordinate Certificate

              	
                B

              
	
                Exhibit
                  C-1

              	
                Form
                  of Class C Certificate

              	
                C-1

              
	
                Exhibit
                  C-2

              	
                Form
                  of Class P Certificate

              	
                C-2

              
	
                Exhibit
                  C-3

              	
                Form
                  of Class R Certificate

              	
                C-3

              
	
                Exhibit
                  D

              	
                Form
                  of Reverse Certificate

              	
                D

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      
        	
                Exhibit
                  E

              	
                [Reserved]

              	
                E

              
	
                Exhibit
                  F

              	
                Request
                  for Release

              	
                F

              
	
                Exhibit
                  G-1

              	
                Form
                  of Receipt of Mortgage Note

              	
                G-1

              
	
                Exhibit
                  G-2

              	
                Form
                  of Interim Certification of Trustee

              	
                G-2

              
	
                Exhibit
                  G-3

              	
                Form
                  of Final Certification of Trustee

              	
                G-3

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              	
                H

              
	
                Exhibit
                  I-1

              	
                Form
                  of ERISA Representation for Residual Certificate

              	
                I-1

              
	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Representation for ERISA Restricted Trust
                  Certificates

              	
                I-2

              
	
                Exhibit
                  J-1

              	
                Form
                  of Investment Letter [Non-Rule 144A]

              	
                J-1

              
	
                Exhibit
                  J-2

              	
                Form
                  of Rule 144A Investment Letter

              	
                J-2

              
	
                Exhibit
                  K

              	
                Form
                  of Transferor Certificate

              	
                K

              
	
                Exhibit
                  L

              	
                Transfer
                  Affidavit for Residual Certificate Pursuant to Section
                  6.02(e)

              	
                L

              
	
                Exhibit
                  M-1

              	
                Form
                  of Back-Up Sarbanes-Oxley Certification

              	
                M-1

              
	
                Exhibit
                  M-2

              	
                Form
                  of Back-Up Sarbanes-Oxley Certification to be Provided by
                  Trustee

              	
                M-2

              
	
                Exhibit
                  N

              	
                List
                  of Servicers and Servicing Agreements

              	
                N

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                Form
                  of Trustee Certification

              	
                P

              
	
                Exhibit
                  Q

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              	
                Q

              
	
                Exhibit
                  R

              	
                Form
                  10-D, Form 8-K and Form 10-K Reporting Responsibility

              	
                R

              
	
                Exhibit
                  S-1

              	
                Form
                  of Watchlist Report

              	
                S-1

              
	
                Exhibit
                  S-2

              	
                Form
                  of Loss Severity Report

              	
                S-2

              
	
                Exhibit
                  S-3

              	
                Form
                  of Prepayment Premiums Report

              	
                S-3

              
	
                Exhibit
                  S-4

              	
                Form
                  of Analytics Report

              	
                S-4

              
	
                Exhibit
                  T

              	
                Form
                  of Subsequent Transfer Agreement

              	
                T
                  

              
	
                Exhibit
                  U

              	
                Additional
                  Disclosure Notification

              	
                U

              
	
                Exhibit
                  V

              	
                Yield
                  Maintenance Allocation Agreement

              	
                V

              
	
                Exhibit
                  W

              	
                Yield
                  Maintenance Agreement

              	
                W

              
	
                Exhibit
                  X-1

              	
                Class
                  2A-1A2 Yield Maintenance Agreement

              	
                X-1

              
	
                Exhibit
                  X-2

              	
                Class
                  2A-1A3 Yield Maintenance Agreement

              	
                X-2

              
	
                Exhibit
                  Y

              	
                Financial
                  Guaranty Insurance Policy

              	
                Y

              


      

    

     

    
      
        	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  II

              	
                Final
                  Maturity Reserve Schedule

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
      This
        Pooling and Servicing Agreement is dated as of November 1, 2006 (the
“Agreement”),
        among
        GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor
        (the
“Depositor”),
        GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a New York corporation, as seller
        (the “Seller”),
        and
        WELLS FARGO BANK, N.A., a national banking association, as trustee (the
“Trustee”).

       

      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
        2006-12 (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. The Certificates will consist of eighteen classes
        of
        certificates, designated as (i) the Class 1A-1A Certificates, (ii) the Class
        2A-1A1 Certificates, (iii) the Class 2A-1A2 Certificates, (iv) the Class
        2A-1A3
        Certificates, (v) the Class 2A-1B Certificates, (vi) the Class 2A-2A
        Certificates, (vii) the Class 2A-2B Certificates, (viii) the Class 2A-2C
        Certificates, (ix) the Class B-1 Certificates, (x) the Class B-2 Certificates,
        (xi) the Class B-3 Certificates, (xii) the Class B-4 Certificates, (xiii)
        the
        Class B-5 Certificates, (xiv) the Class B-6 Certificates, (xv) the Class
        B-7
        Certificates, (xvi) the Class C Certificates, (xvi) the Class P Certificates
        and
        (xvii) the Class R Certificates.

       

      For
        federal income tax purposes, the Trust Fund (exclusive of the assets held
        in the
        Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest
        Account, the Yield Maintenance Trust, the Yield Maintenance Trust Account,
        the
        Yield Maintenance Account, the Yield Maintenance Agreement, the Class 2-A-1A3
        and Class 2-A-1A2 Yield Maintenance Agreements and Yield Maintenance Accounts,
        the Final Maturity Reserve Trust, the Final Maturity Reserve Account and
        the
        Collateral Account (the “Excluded
        Trust Property”))
        comprises three REMICs in a tiered REMIC structure: the “Lower-Tier
        REMIC,”
the
        “Middle-Tier
        REMIC,”
and
        the
“Upper-Tier
        REMIC.”
Each
        Certificate, other than the Class R Certificates, shall represent ownership
        of a
        regular interest in the Upper-Tier REMIC, as described herein. The LIBOR
        Certificates also
        represent the right to receive (i) payments in respect of the Final Maturity
        Reserve Account, (ii) payments in respect of Basis Risk Shortfalls from the
        Basis Risk Reserve Fund as provided in Section 5.07 and (iii) payments in
        respect of Basis Risk Shortfalls as provided in Section 5.01(h), (i), or
        (j), as
        applicable. The owners of the Class C Certificates beneficially own the Basis
        Risk Reserve Fund, the Final Maturity Reserve Account, the Final Maturity
        Reserve Trust, the Yield Maintenance Trust, the Yield Maintenance Trust Account
        and the Yield Maintenance Account. The Class R Certificate represents the
        sole
        class of residual interest in the Upper-Tier REMIC, as well as the sole residual
        interest in each of the Lower-Tier REMIC and the Middle-Tier REMIC.

       

      The
        Lower-Tier REMIC will hold as its assets all of the assets constituting the
        Trust Fund (exclusive of the Excluded Trust Property) and will issue three
        uncertificated interests, two of which shall be the “Lower-Tier
        Regular Interests”
and
        one
        residual interest (the “LT-R Interest”), which will represent the sole class of
        residual interest in the Lower-Tier REMIC. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        Middle-Tier REMIC will hold as its assets all of the Lower-Tier Regular
        Interests and shall issue 19 uncertificated interests, 18 of which shall
        be the
“Middle-Tier
        Regular Interests”
and
        one
        residual interest (the “MT-R Interest”), which will represent the sole class of
        residual interest in the Middle-Tier REMIC. 

       

      The
        Upper-Tier REMIC will hold as its assets all of the Middle-Tier Regular
        Interests and shall issue the Certificates. 

       

      For
        purposes of the REMIC Provisions, the startup day for each REMIC created
        hereby
        is the Closing Date. All REMIC regular and residual interests created hereby
        will be retired on or before the Latest Possible Maturity Date.

       

      Lower-Tier
        REMIC

       

      The
        following table sets forth (or describes) the designation, interest rate,
        and
        initial principal balance of each Lower-Tier Regular Interest and the LT-R
        Interest:

       

      
        	
                 

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Principal

                Balance

              
	
                LT-Initial

              	 	
                (1)

              	 	
                $
                  3,101,363,102.41 

              
	
                LT-Subsequent

              	 	
                (2)

              	 	
                $
                  1,838,636,897.60 

              
	
                LT-C

              	 	
                (3)

              	 	
                (3)

              
	
                LT-R

              	 	
                (4)

              	 	
                (4)

              


      

       

      
        	 	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for the LT- Initial Lower-Tier Regular Interests
                  is a per
                  annum rate equal to the weighted average of the Net Loan Rates
                  of the
                  Initial Mortgage Loans as of the first day of the related Due Period.
                  

              


      

       

      
        	 	
                (2)

              	
                The
                  interest rate with respect to the first four Distribution Dates
                  (and the
                  related Accrual Periods) for the LT-Subsequent Lower-Tier Regular
                  Interest
                  is 0.00%, and for every Distribution Date (and related Accrual
                  Period)
                  thereafter is the weighted average of the Net Loan Rates of the
                  Subsequent
                  Mortgage Loans as of the first day of the related Due Period.
                  

              


      

       

      
        	 	
                (3)

              	
                The
                  LT-C Interest is and interest only interest that does not have
                  a principal
                  balance. For each of the first four Distribution Dates it shall
                  have a
                  notional balance equal to the aggregate of the Stated Principal
                  Balances
                  of the Subsequent Mortgage Loans as of the first day of the related
                  Due
                  Period. For the first four Distribution Dates only, it shall be
                  entitled
                  to all interest accrued on the Subsequent Mortgage Loans in the
                  related
                  Accrual Period at their Net Loan Rates. For each Distribution Date
                  after
                  the fourth Distribution Date, the notional balance of the LT-C
                  Interest
                  shall be zero and it shall not be entitled to any
                  distributions.

              


      

       

      
        	 	
                (4)

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

              


      

       

      Middle-Tier
        REMIC

       

      The
        following table sets forth (or describes) the designation, interest rate,
        and
        initial principal balance of each Middle-Tier Regular Interest and the MT-R
        Interest:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                 

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Principal

                Balance

              	 	
                Corresponding
                  Class of Certificate

              
	
                MT-1A-1A

              	 	
                (1)

              	 	
                $
                  600,000,000.00 

              	 	
                1A-1A

              
	
                MT-2A-1A1

              	 	
                (1)

              	 	
                $
                  134,678,500.00 

              	 	
                2A-1A1

              
	
                MT-2A-1A2

              	 	
                (1)

              	 	
                $
                  59,375,500.00 

              	 	
                2A-1A2

              
	
                MT-2A-1A3

              	 	
                (1)

              	 	
                $
                  171,346,000.00 

              	 	
                2A-1A3

              
	
                MT-2A-1B

              	 	
                (1)

              	 	
                $
                  91,350,000.00 

              	 	
                2A-1B

              
	
                MT-2A-2A

              	 	
                (1)

              	 	
                $
                  707,160,000.00 

              	 	
                2A-2A

              
	
                MT-2A-2B

              	 	
                (1)

              	 	
                $
                  294,650,000.00 

              	 	
                2A-2B

              
	
                MT-2A-2C

              	 	
                (1)

              	 	
                $
                  176,790,000.00 

              	 	
                2A-2C

              
	
                MT-
                  B-1

              	 	
                (1)

              	 	
                $
                  60,515,000.00 

              	 	
                B-1

              
	
                MT-
                  B-2

              	 	
                (1)

              	 	
                $
                  46,930,000.00 

              	 	
                B-2

              
	
                MT-B-3

              	 	
                (1)

              	 	
                $
                  16,055,000.00 

              	 	
                B-3

              
	
                MT-B-4

              	 	
                (1)

              	 	
                $
                  37,050,000.00 

              	 	
                B-4

              
	
                MT-B-5

              	 	
                (1)

              	 	
                $
                  27,170,000.00 

              	 	
                B-5

              
	
                MT-B-6

              	 	
                (1)

              	 	
                $
                  22,230,000.00 

              	 	
                B-6

              
	
                MT-B-7

              	 	
                (1)

              	 	
                $
                  12,350,000.00 

              	 	
                B-7

              
	
                MT-P
                  

              	 	
                (1)

              	 	
                $
                  50.00 

              	 	
                P

              
	
                MT-Q

              	 	
                (1)

              	 	
                $
                  2,482,349,950.01 

              	 	
                N/A

              
	
                MT-I

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                MT-C

              	 	
                (3)

              	 	
                (3)

              	 	
                N/A

              
	
                MT-R

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              


      

       

        
          

        

      

      
        	 	
                (1)

              	
                The
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for each of these Middle-Tier Regular Interests
                  is a per
                  annum rate equal to the weighted average of the interest rates
                  on the
                  LT-Initial and LT-Subsequent Lower-Tier Regular Interests, weighted
                  based
                  on their relative principal balances as of the first day of the
                  related
                  Accrual Period.

              


      

       

      
        	 	
                (2)

              	
                The
                  MT-I Interest is an interest only interest that does not have a
                  principal
                  balance but has a notional amount as of any Distribution Date equal
                  to the
                  aggregate of the principal balances of the LT-Initial and LT-Subsequent
                  Interests the first day of the related Accrual Period. For any
                  Distribution Date before the Distribution Date in December 2016,
                  it shall
                  bear interest for the related Accrual Period at a fixed rate of
                  0.00%, and
                  for each Distribution Date commencing on the Distribution Date
                  in December
                  2016 and on each Distribution Date thereafter until the Final Maturity
                  Reserve Termination Date, it shall bear interest for the related
                  Accrual
                  Period at a fixed rate equal to the Final Maturity Reserve
                  Rate.

              


      

       

      
        	 	
                (3)

              	
                The
                  MT-C Interest is an interest only interest that does not have a
                  principal
                  balance. For any Distribution Date, it is entitled to all amounts
                  distributed in respect of the LT-C Interest on such Distribution
                  Date.
                  

              


      

       

      
        	 	
                (4)

              	
                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 shall be distributed in payment of principal
        on the Lower-Tier Regular Interests as follows:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	 	
                a.

              	
                concurrently
                  to the MT-1A-1A, MT-2A-1A1, MT-2A-1A2, MT-2A-1A3, MT-2A-1B, MT-2A-2A,
                  MT-2A-2B, MT-2A-2C, MT-B-1, MT-B-2, MT-B-3, MT-B-4, MT-B-5, MT-B-6,
                  MT-B-7, and MT-P Interests until the principal balance of each
                  such
                  Middle-Tier Regular Interest equals 50% of the Class Principal
                  Balance of
                  the Corresponding Class of Certificates immediately after such
                  Distribution Date;

              


      

      


      
        	 	
                b.

              	
                to
                  the MT-Q Interest until its principal balance equals the excess,
                  if any,
                  of (I) the aggregate Pool Balance immediately after such Distribution
                  Date
                  over (II) the aggregate of the principal balances of the Middle-Tier
                  Regular Interests (other than the MT-Q and the MT-I Interests)
                  after
                  taking into account distributions on such Distribution Date under
                  priority
                  (a) above; and

              


      

      


      
        	 	
                c.

              	
                finally,
                  to the Middle-Tier Regular Interests, as distributions of interest
                  at the
                  interest rates shown in the table
                  above.

              


      

      


      On
        each
        Distribution Date, after taking into account principal distributions under
        priorities (a) and (b) above, Realized Losses attributable to principal and
        any
        Net Deferred Interest shall each be allocated among the Middle-Tier Regular
        Interests in the same manner that principal is distributed among such
        Middle-Tier Regular Interests.

       

      On
        each
        Distribution Date, Prepayment Penalty Amounts shall be distributed to the
        MT-P
        Interest.

       

      Upper-Tier
        REMIC

       

      The
        following table sets forth (or describes) the Class designation, Pass-Through
        Rate and Original Class Principal Balance for each Class of Certificates,
        each
        of which, except for the Class R Certificates, is hereby designated as
        representing ownership of a REMIC regular interest in the Upper-Tier REMIC
        for
        purposes of the REMIC Provisions.

       

      
        	
                Class

              	
                Original
                  Class Principal Balance or

                Class
                  Notional Balance

              	
                Pass-Through
                  Rate

              
	
                Class
                  1A-1A

              	
                $
                  1,200,000,000.00 

              	
                (1)

              
	
                Class
                  2A-1A1

              	
                $
                  269,357,000.00 

              	
                (1)

              
	
                Class
                  2A-1A2

              	
                $
                  118,751,000.00 

              	
                (1)

              
	
                Class
                  2A-1A3

              	
                $
                  342,692,000.00 

              	
                (1)

              
	
                Class
                  2A-1B

              	
                $
                  182,700,000.00 

              	
                (1)

              
	
                Class
                  2A-2A

              	
                $
                  1,414,320,000.00 

              	
                (1)

              
	
                Class
                  2A-2B

              	
                $
                  589,300,000.00 

              	
                (1)

              
	
                Class
                  2A-2C

              	
                $
                  353,580,000.00 

              	
                (1)

              
	
                Class
                  B-1

              	
                $
                  121,030,000.00 

              	
                (1)

              
	
                Class
                  B-2

              	
                $
                  93,860,000.00 

              	
                (1)

              
	
                Class
                  B-3

              	
                $
                  32,110,000.00 

              	
                (1)

              
	
                Class
                  B-4

              	
                $
                  74,100,000.00 

              	
                (1)

              
	
                Class
                  B-5

              	
                $
                  54,340,000.00 

              	
                (1)

              
	
                Class
                  B-6

              	
                $
                  44,460,000.00 

              	
                (1)

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

          	
                  Class

                	
                  Original
                    Class Principal Balance or

                  Class
                    Notional Balance

                	
                  Pass-Through
                    Rate

                


        

      

      
        	
                Class
                  B-7

              	
                $
                  24,700,000.00 

              	
                (1)

              
	
                Class
                  C

              	
                (2)

              	
                (2)

              
	
                Class
                  P

              	
                $100
                  100.00

              	
                (3)

              
	
                Class
                  R

              	
                (4)

              	
                (4)

              


      

      ____________

      
        	 	
                (1)

              	
                Calculated
                  pursuant to the definition of “Pass-Through Rate.” For purposes of the
                  REMIC Provisions, for any of the first four Distribution Dates,
                  interest
                  accrued on any Class of LIBOR Certificates at a Pass-Through Rate
                  in
                  excess of the Middle-Tier Net WAC Cap shall be deemed to have been
                  paid
                  from the Basis Risk Reserve Fund.

              


      

       

      
        	 	
                (2)

              	
                The
                  Class C Interest shall have an initial principal balance of $24,699,900.01
                  The Class C Interest also comprises a notional component having
                  a notional
                  amount that at all times will equal the aggregate of the principal
                  balances of the Middle-Tier Regular Interests (i.e., the Pool Balance).
                  For each Distribution Date (and the related Accrual Period), the
                  notional
                  component shall bear interest at a rate equal to the excess of
                  (a) the
                  weighted average of the interest rates on the Middle-Tier Regular
                  Interests (other than the MT-I and MT-C Interests), weighted on
                  the basis
                  of the principal balance of each such Middle-Tier Interest, over
                  (b) the
                  Adjusted Middle-Tier WAC. For any Distribution Date, interest that
                  accrues
                  on the notional component of the Class C Interest shall be deferred
                  to the
                  extent of any increase in the Overcollateralized Amount on such
                  date. Such
                  deferred interest shall not itself bear interest. In addition to
                  the
                  rights set forth above, the Class C Certificates shall also evidence
                  ownership of the MT-I and MT-C Interests in the Middle-Tier
                  REMIC.

              


      

       

      
        	 	
                (3)

              	
                The
                  Class P Certificates shall not bear interest at a stated rate.
                  The Class P
                  Certificates shall have an initial Class Principal Balance of $100.00.
                  Prepayment Penalty Amounts paid with respect to the Mortgage Loans
                  shall
                  be distributed to the Class P
                  Certificates.

              


      

       

      
        	 	
                (4)

              	
                The
                  Class R Certificate represents the sole class of residual interest
                  in the
                  Upper-Tier REMIC and does not have a principal balance or a pass-through
                  rate. In addition, the Class R Certificate represents ownership
                  of the
                  MT-R Interest in the Lower-Tier REMIC and the MT-R Interest in
                  the
                  Middle-Tier REMIC.

              


      

      

        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.

       

      “Acceptable
        Successor Servicer”:
        A
        FHLMC- or FNMA-approved servicer that is (i) reasonably acceptable to the
        Trustee and (ii) acceptable to each Rating Agency, as evidenced by a letter
        from
        each such Rating Agency delivered to the Trustee that such entity’s acting as a
        successor servicer will not result in a qualification, withdrawal or downgrade
        of the then-current rating of any of the Certificates (without regard to
        the
        Financial Guaranty Insurance Policy).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “Account”:
        The
        Distribution Account, the Yield Maintenance Trust Account, the Yield Maintenance
        Account, the Final Maturity Reserve Account, the Basis Risk Reserve Fund,
        the
        Servicing Account, the Prefunding Account, the Class 2A-1A2 Yield Maintenance
        Account, the Class 2A-1A3 Yield Maintenance Account, or the Policy Account,
        as
        the context requires.

       

      “Accrual
        Period”:
        With
        respect to each Distribution Date and the LIBOR Certificates, the period
        beginning on the immediately preceding Distribution Date (or the Closing
        Date,
        in the case of the first Distribution Date) and ending on the day immediately
        preceding such Distribution Date. Interest for such Classes of LIBOR
        Certificates will be calculated based upon a 360-day year and the actual
        number
        of days in each Accrual Period. With respect to any Distribution Date, the
        Class
        C Certificates, each Lower-Tier Regular Interest and each Middle-Tier Regular
        Interest, the calendar month preceding such Distribution Date. Interest for
        the
        Class C Certificates, each Lower-Tier Regular Interest and each Middle-Tier
        Regular Interest will be calculated based on a 360-day year and assuming
        each
        month has 30 days.

       

      “Additional
        Disclosure Notification”:
        As
        defined in Section 3.07(a).

       

      “Additional
        Form 10-D Disclosure”:
        As
        defined in Section 3.07(a).

       

      “Additional
        Form 10-K Disclosure”:
        As
        defined in Section 3.07(b).

       

      “Adjusted
        Middle-Tier WAC”:
        For
        any Distribution Date (and the related Accrual Period), the product of (i)
        2
        multiplied by (ii) the weighted average of the interest rates on the Middle-Tier
        Regular Interests (other than the Class MT-I Interest), weighted on the basis
        of
        their principal balances as of the first day of the related Accrual Period
        and
        computed for this purpose by first (a) subjecting the interest rate on the
        MT-P
        and MT-Q Interests to a cap of 0.00%, and (b) subjecting the interest rate
        on
        each of the MT-1A-1A, MT-2A-1A1, MT-2A-1A2, MT-2A-1A3, MT-2A-1B, MT-2A-2A,
        MT-2A-2B, MT-2A-2C, MT-B-1, MT-B-2, MT-B-3, MT-B-4, MT-B-5, MT-B-6, and MT-B-7
        Interests to a cap equal to the product of Pass-Through Rate for the
        Corresponding Class of Certificates for such Distribution Date multiplied
        by the
        quotient of the actual number of days in the Accrual Period divided
        by
        30.

       

      “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.

       

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

       

      “Advance”:
        With
        respect to any Distribution Date and any Mortgage Loan or REO Property, any
        advance made by the Servicer including, the Trustee in its capacity as successor
        Servicer in respect of such Distribution Date pursuant to Section 5.05 (or
        by
        the Trustee pursuant to Section 7.02 as successor Servicer) or by the Servicer
        in accordance with the Servicing Agreement for such Distribution
        Date.

       

      “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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    
      “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
        Collateral Balance”:
        With
        respect to any date of determination (other than the Closing Date), an amount
        equal to the aggregate Stated Principal Balance of the Mortgage Loans as
        of such
        date plus the amount, if any, then on deposit in the Prefunding Account.
        With
        respect to the Closing Date, an amount equal to the aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date plus the amount on deposit
        in the Prefunding Account on the Closing Date.

       

      “Aggregate
        Final Maturity Reserve Amount”: 
        With respect any Distribution Date, the sum of the Group I Final Maturity
        Reserve Amount for such date and the Group II Final Maturity Reserve Amount
        for
        such date.

       

      “Aggregate
        Premium Amount”:
        With
        respect to any Distribution Date and the Insured Certificates, the product
        of
        one-twelfth of the Premium Rate and the aggregate Class Principal Balance
        of the
        Class 2A-1B and Class 2A-2C Certificates for the immediately preceding
        Distribution Date, or, in the case of the first Distribution Date, the Closing
        Date, in each case after giving effect to distributions of principal made
        on
        such Distribution Date.

       

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

       

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

       

      “Allocated
        Realized Loss Amount”:
        With
        respect to any Distribution Date and any Class of Offered Certificates, an
        amount equal the sum of any Realized Losses allocated to that Class of
        Certificates on such Distribution Date and any Allocated Realized Loss Amounts
        previously allocated to such Class pursuant to Section 5.03 minus
        any
        amounts distributed to such Class pursuant to Section 5.01(a)(iv) in respect
        of
        Allocated Realized Loss Amounts.

       

      “Apportioned
        Principal Balance”:
        With
        respect to any Class of Subordinate Certificates, either 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)
        for such date.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      “Assignment”:
        With
        respect 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.

       

      “Available
        Funds”:
        With
        respect 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 (excluding
        Monthly Payments due in future Due Periods but received by the related
        Determination Date) in respect of the Mortgage Loans in such Loan Group,
        (b) Net Liquidation Proceeds, Insurance Proceeds (including from primary
        mortgage insurance policies), Principal Prepayments (excluding Prepayment
        Penalty Amounts), Recoveries and other unscheduled recoveries of principal
        and
        interest in respect of the Mortgage Loans in such 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 Mortgage Loans
        in
        such 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 Servicer pursuant to the Servicing Agreement and Compensating
        Interest Payments deposited in the Distribution Account for that Distribution
        Date in respect of the Mortgage Loans in such Loan Group, (e) the aggregate
        of the Purchase Prices, Substitution Adjustments, Repurchase Prices and other
        amounts collected for purchases or substitutions pursuant to Section 2.03
        deposited in the Distribution Account during the related Prepayment Period
        in
        respect of the Mortgage Loans in such Loan Group, (f) the aggregate of any
        Advances made by the Servicer for that Distribution Date in respect of the
        Mortgage Loans in such Loan Group, (g) the aggregate of any Advances made
        by the Trustee (as successor Servicer) for such Distribution Date pursuant
        to
        Section 7.02 hereof in respect of the Mortgage Loans in such Loan Group and
        (h) the Termination Price allocated to such Loan Group on the Distribution
        Date on which the Trust Fund is terminated and (i) with respect to the
        Distribution Date in the month immediately following the end of the Prefunding
        Period, any amounts remaining in the Prefunding Account (other than investment
        earnings thereon), minus
        (ii) the
        sum of (u) if there is a Deficiency Amount (1) prior to the end of the
        Prefunding Period, any amount remaining in the Prefunding Account equal to
        such
        Deficiency Amount, and (2) in the case of the Distribution Date immediately
        following the end of the Prefunding Period, the amount released from the
        Prefunding Account and transferred to the Distribution Account, if any, equal
        to
        such Deficiency Amount, (v) to the extent of amounts attributable to
        interest, the related Premium Amount payable on such Distribution Date to
        the
        Certificate Insurer from the applicable Loan Group, (w) to the extent of
        amounts attributable to interest, the Expense Fees for such Distribution
        Date in
        respect of the Mortgage Loans in such Loan Group, (x) to the extent of amounts
        attributable to interest or principal, as applicable, amounts in reimbursement
        for Advances previously made in respect of the Mortgage Loans in such Loan
        Group
        and other amounts as to which the Servicer, the Trustee and the Custodian
        are
        entitled to be reimbursed pursuant to Section 4.03, (y) first, to the extent
        of
        amounts attributable to interest, and second, if such amounts are insufficient,
        to the extent of amounts attributable to principal, the amount payable to
        the
        Trustee pursuant to Section 8.05 and to the Custodian pursuant to this Agreement
        in respect of Mortgage Loans in such Loan Group or if not related to a Mortgage
        Loan, allocated to each Loan Group on a pro
        rata
        basis
        and (z) amounts deposited in the Distribution Account, as the case may be,
        in
        error, in respect of Mortgage Loans in such Loan Group.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

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

       

      “Basis
        Risk Reserve Fund”:
        A fund
        created as part of the Trust Fund pursuant to Section 5.07 of this Agreement
        but
        which is not an asset of any of the REMICs.

       

      “Basis
        Risk Shortfall”:
        With
        respect to any Distribution Date and the LIBOR Certificates, the sum
        of:

       

      (i) the
        excess, if any, of the Interest Distributable Amount that such Class would
        have
        been entitled to receive if the Pass-Through Rate for such Class were calculated
        without regard to clause (ii) in the definition thereof, over the actual
        Interest Distributable Amount such Class is entitled to receive for such
        Distribution Date (computed without regard to any allocation of Net Interest
        Shortfalls);

       

      (ii) any
        excess described in clause (i) above remaining unpaid from prior Distribution
        Dates; and

       

      (iii) interest
        for the applicable Accrual Period on the amount described in clause (ii)
        above
        based on the applicable Pass-Through Rate, determined without regard to clause
        (ii) in the definition thereof.

       

      “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.

       

      “Bulk
        PMI Fee”:
        Not
        applicable.

       

      “Bulk
        PMI Fee Rate”:
        Not
        applicable.

       

      “Bulk
        PMI Policy”:
        Not
        applicable.

       

      “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 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 Fund pursuant to the second
        paragraph of Section 10.01(a) hereof.

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      “Capitalized
        Interest Account”:
        The account established and maintained by the Trustee pursuant to Section
        4.07.
        Such account will not be an asset of any REMIC.

       

      “Capitalized
        Interest Requirement”:
        As to
        any of
        the first four Distribution Dates, an amount equal to the excess of the Basis
        Risk Shortfalls for such Distribution Date over the sum of (i) the Required
        Reserve Fund Deposit for such Distribution Date and (ii) any amounts available
        from the Yield Maintenance Account, the Class 2A-1A2 Yield Maintenance Account
        and the Class 2A-1A3 Yield Maintenance Account to pay Basis Risk Shortfalls
        for
        such Distribution Date. 

       

      “Certificate”:
        Any
        Regular Certificate, Residual Certificate, Class C Certificate or Class P
        Certificate.

       

      “Certificate
        Group 1”:
        At any
        time, the Group 1 Certificates.

       

      “Certificate
        Group 2”:
        At any
        time, the Group 2 Certificates.

       

      “Certificate
        Group”:
        Either
        Certificate Group 1 or Certificate Group 2, as the context
        requires.

       

      “Certificate
        Insurer”:
        Financial Security Assurance Inc., a New York financial guaranty insurance
        company.

       

      “Certificate
        Insurer Default”:
        (a)
        The failure by the Certificate Insurer to make a payment required under the
        Financial Guaranty Insurance Policy in accordance with its terms (unless
        such
        failure was due to the failure of the Trustee to provide a correct and timely
        notice of claim); (b) the entry of a final and non-appealable decree or order
        of
        a court or agency having jurisdiction in respect of the Certificate Insurer
        in
        an involuntary case under any present or future federal or state bankruptcy,
        insolvency or similar law appointing a conservator or receiver or liquidator
        or
        other similar official of the Certificate Insurer or of any substantial part
        of
        its property, or the entering of a final and non-appealable order for the
        winding up or liquidation of the affairs of the Certificate Insurer; (c)
        the
        Certificate Insurer shall consent to the appointment of a conservator or
        receiver or liquidator or other similar official in any insolvency, readjustment
        of debt, marshaling of assets and liabilities or similar proceedings of or
        relating to the Certificate Insurer or of or relating to all or substantially
        all of its property; or (d) the Certificate Insurer shall admit in writing
        its
        inability to pay its debts generally as they become due, file a petition
        to take
        advantage of or otherwise voluntarily commence a case or proceeding under
        any
        applicable bankruptcy, insolvency, reorganization or other similar statute,
        make
        an assignment for the benefit of its creditors, or voluntarily suspend payment
        of its obligations.

       

      “Certificate
        Insurer Reimbursement Amount”:
        For
        any Distribution Date, the sum of (a) all amounts previously paid by the
        Certificate Insurer in respect of Insured Amounts for which the Certificate
        Insurer has not been reimbursed prior to such Distribution Date and (b) interest
        accrued on the foregoing at the Late Payment Rate from the date the Trustee
        received such amounts paid by the Certificate Insurer to such Distribution
        Date.

       

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

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      “Certificate
        Principal Balance”:
        With
        respect to each Certificate of a given Class (other than the Class C and
        Class R
        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.
        Wells Fargo Bank, N.A. will act as Certificate Registrar, for so long as
        it is
        the Trustee 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; provided
        that
        solely for the purposes of taking any action or giving any consent pursuant
        to
        this Agreement, any Certificate registered in the name of the Depositor,
        the
        Trustee, the NIMS Insurer, the Servicer or any Affiliate thereof shall be
        deemed
        not to be outstanding in determining whether the requisite percentage necessary
        to effect any such consent has been obtained, except that, in determining
        whether the Trustee shall be protected in relying upon any such consent,
        only
        Certificates which a Responsible Officer of the Trustee knows to be so owned
        shall be disregarded.

       

      “Certification
        Parties”:
        As
        defined in Section 3.06.

       

      “Certifying
        Person”:
        As
        defined in Section 3.06.

       

      “Class”:
        Collectively, Certificates 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
        2A-1A2 Strike
        Rate”:
        With
        respect to any Distribution Date and the Class 2A-1A2 Yield Maintenance
        Agreement, the strike rate for such date set forth on Exhibit I to the Class
        2A-1A2 Yield Maintenance Agreement.

       

      “Class
        2A-1A2 Yield Maintenance Account”:
        The
        account established and maintained by the Trustee pursuant to Section 5.11,
        which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., as
        Trustee, in trust for the registered Holders of Class 2A-1A2 Certificates,
        HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
        2006-12” and which must be an Eligible Account.

       

      “Class
        2A-1A2 Yield Maintenance Agreement”:
        The
        interest rate cap agreement for the benefit of the Class 2A-1A2 Certificates
        by
        and between the Yield Maintenance Provider and the Administrator, on behalf
        of
        the Trust Fund, including the ISDA Master Agreement between the Yield
        Maintenance Provider and the Administrator, the schedule thereto and the
        related
        confirmation (Ref. No. FXNEC9002), dated as of December 13, 2006 attached
        as
        Exhibit X-1 hereto. The Yield Maintenance Agreement shall be an asset of
        the
        Trust Fund and not of any REMIC.

       

      “Class
        2A-1A2 Yield Maintenance Distributable Amount”:
        With
        respect to each Distribution Date and the Class 2A-1A2 Certificates, an amount
        equal to the product of (i) the excess, if any, of (x) LIBOR, subject to
        the
        applicable strike rate cap set forth on Schedule I, over (y) the applicable
        Class 2A-1A2 Strike Rate, (ii) the related Class 2A-1A2 Yield Maintenance
        Notional Balance and (iii) a fraction, the numerator of which is the actual
        number days in the related interest Accrual Period and the denominator of
        which
        is 360.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      “Class
        2A-1A2 Yield Maintenance Notional Balance”:
        For
        any Distribution Date, the lesser of (i) the amount set forth on Schedule
        I to
        the Class 2A-1A2 Yield Maintenance Agreement for the Class 2A-1A2 Certificates
        and (ii) the Class Principal Balance of the Class 2A-1A2
        Certificates.

       

      “Class
        2A-1A2 Yield Maintenance Payment Amount”:
        With
        respect to each Distribution Date, an amount equal to any Basis Risk Shortfalls
        with respect to the Class 2A-1A2 Certificates for such date.

       

      “Class
        2A-1A3 Strike
        Rate”:
        With
        respect to any Distribution Date and the Class 2A-1A3 Yield Maintenance
        Agreement, the strike rate for such date set forth on Exhibit I to the Class
        2A-1A3 Yield Maintenance Agreement.

       

      “Class
        2A-1A3 Yield Maintenance Account”:
        The
        account established and maintained by the Trustee pursuant to Section 5.11,
        which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., as
        Trustee, in trust for the registered Holders of Class 2A-1A3 Certificates,
        HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
        2006-12” and which must be an Eligible Account.

       

      “Class
        2A-1A3 Yield Maintenance Agreement”:
        The
        interest rate cap agreement for the benefit of the Class 2A-1A3 Certificates
        by
        and between the Yield Maintenance Provider and the Administrator, on behalf
        of
        the Trust Fund, including the ISDA Master Agreement between the Yield
        Maintenance Provider and the Administrator, the schedule thereto and the
        related
        confirmation (Ref. No. FXNEC9001), dated as of December 13, 2006 attached
        as
        Exhibit X-2 hereto. The Yield Maintenance Agreement shall be an asset of
        the
        Trust Fund and not of any REMIC.

       

      “Class
        2A-1A3 Yield Maintenance Distributable Amount”:
        With
        respect to each Distribution Date and the Class 2A-1A3 Certificates, an amount
        equal to the product of (i) the excess, if any, of (x) LIBOR, subject to
        the
        applicable strike rate cap set forth on Schedule I, over (y) the applicable
        Class 2A-1A3 Strike Rate, (ii) the related Class 2A-1A3 Yield Maintenance
        Notional Balance and (iii) a fraction, the numerator of which is the actual
        number days in the related interest Accrual Period and the denominator of
        which
        is 360.

       

      “Class
        2A-1A3 Yield Maintenance Notional Balance”:
        For
        any Distribution Date, the lesser of (i) the amount set forth on Schedule
        I to
        the Class 2A-1A3 Yield Maintenance Agreement for the Class 2A-1A3 Certificates
        and (ii) the Class Principal Balance of the Class 2A-1A3
        Certificates.

       

      “Class
        2A-1A3 Yield Maintenance Payment Amount”:
        With
        respect to each Distribution Date, an amount equal to any Basis Risk Shortfalls
        with respect to the Class 2A-1A3 Certificates for such date.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      “Class
        2A-1B Premium Amount”:
        With
        respect to any Distribution Date and the Class 2A-1B Certificates, the product
        of one-twelfth of the Premium Rate and the Class Principal Balance of the
        Class
        2A-1B Certificates on the immediately preceding Distribution Date, or, in
        the
        case of the first Distribution Date, on the Closing Date, in each case after
        giving effect to distributions of principal made on such Distribution
        Date.

       

      “Class
        2A-2C Premium Amount”:
        With
        respect to any Distribution Date and the Class 2A-2C Certificates, the product
        of one-twelfth of the Premium Rate and the Class Principal Balance of the
        Class
        2A-2C Certificates on the immediately preceding Distribution Date, or, in
        the
        case of the first Distribution Date, on the Closing Date, in each case after
        giving effect to distributions of principal made on such Distribution
        Date.

       

      “Class
        B-1 Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-1 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date) and
        (ii)
        the Class Principal Balance of the Class B-1 Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i) for
        each
        Distribution Date prior to December 2012, 82.375% and thereafter 85.900%
        and
        (ii) the aggregate Principal Balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate Principal Balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      “Class
        B-2 Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-2 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date), (ii)
        the
        Class Principal Balance of the Class B-1 Certificates immediately prior to
        such
        Distribution Date (after taking into account the distribution of the Class
        B-1
        Principal Distribution Amount on such Distribution Date) and (iii) the Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 87.125% and thereafter 89.700%
        and
        (ii) the aggregate Principal Balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate Principal Balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      “Class
        B-3 Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-3 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date), (ii)
        the
        Class Principal Balance of the Class B-1 Certificates immediately prior to
        such
        Distribution Date (after taking into account the distribution of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (iii) the Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-2
        Principal Distribution Amount on such Distribution Date) and (iv) the Class
        Principal Balance of the Class B-3 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 88.750% and thereafter 91.000%
        and
        (ii) the aggregate Principal Balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate Principal Balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      “Class
        B-4 Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-4 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date), (ii)
        the
        Class Principal Balance of the Class B-1 Certificates immediately prior to
        such
        Distribution Date (after taking into account the distribution of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (iii) the Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-2
        Principal Distribution Amount on such Distribution Date), (iv) the Class
        Principal Balance of the Class B- 3 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-3
        Principal Distribution Amount on such Distribution Date) and (v) the Class
        Principal Balance of the Class B-4 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 92.500% and thereafter 94.000%
        and
        (ii) the aggregate principal balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate principal balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      “Class
        B-5 Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-5 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date), (ii)
        the
        Class Principal Balance of the Class B-1 Certificates immediately prior to
        such
        Distribution Date (after taking into account the distribution of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (iii) the Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-2
        Principal Distribution Amount on such Distribution Date), (iv) the Class
        Principal Balance of the Class B-3 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-3
        Principal Distribution Amount on such Distribution Date), (v) the Class
        Principal Balance of the Class B-4 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-4
        Principal Distribution Amount on such Distribution Date) and (vi) the Class
        Principal Balance of the Class B-5 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 95.250% and thereafter 96.200%
        and
        (ii) the aggregate principal balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate principal balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      “Class
        B-6 Principal Distribution Amount”:
        For any
        Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-6 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date), (ii)
        the
        Class Principal Balance of the Class B-1 Certificates immediately prior to
        such
        Distribution Date (after taking into account the distribution of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (iii) the Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-2
        Principal Distribution Amount on such Distribution Date), (iv) the Class
        Principal Balance of the Class B-3 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-3
        Principal Distribution Amount on such Distribution Date), (v) the Class
        Principal Balance of the Class B-4 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-4
        Principal Distribution Amount on such Distribution Date), (vi) the Class
        Principal Balance of the Class B-5 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-5
        Principal Distribution Amount on such Distribution Date) and (vii) the Class
        Principal Balance of the Class B-6 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 97.500% and thereafter 98.000%
        and
        (ii) the aggregate principal balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate principal balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      “Class
        B-7 Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the lesser of (a) the Class Principal
        Balance of the Class B-7 Certificates immediately prior to such Distribution
        Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
        Balance of the Senior Certificates (after taking into account the distribution
        of the Senior Principal Distribution Amount on such Distribution Date), (ii)
        the
        Class Principal Balance of the Class B-1 Certificates immediately prior to
        such
        Distribution Date (after taking into account the distribution of the Class
        B-1
        Principal Distribution Amount on such Distribution Date), (iii) the Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-2
        Principal Distribution Amount on such Distribution Date), (iv) the Class
        Principal Balance of the Class B-3 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-3
        Principal Distribution Amount on such Distribution Date), (v) the Class
        Principal Balance of the Class B-4 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-4
        Principal Distribution Amount on such Distribution Date), (vi) the Class
        Principal Balance of the Class B-5 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-5
        Principal Distribution Amount on such Distribution Date) (vii) the Class
        Principal Balance of the Class B-6 Certificates immediately prior to such
        Distribution Date (after taking into account the distribution of the Class
        B-6
        Principal Distribution Amount on such Distribution Date)and (viii) the Class
        Principal Balance of the Class B-7 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 98.750% and thereafter 99.000%
        and
        (ii) the aggregate principal balance of the Mortgage Loans as of the last
        day of
        the related Due Period (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 (B) the aggregate principal balance of the Mortgage Loans as
        of the
        last day of the related Due Period (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) minus
        $24,700,000.

       

      “Class
        C Distributable Amount”:
        With
        respect to any Distribution Date, the amount of interest that has accrued
        on the
        Class C Notional Balance, as described in the Preliminary Statement, but
        that
        has not been distributed pursuant to Section 5.01(a)(iv)(I) hereof prior
        to such
        Distribution Date. In addition, such amount shall include the initial
        Overcollateralized Amount (less the $100 of such amount allocated to the
        Class P
        Certificates) to the extent such amount has not been distributed on prior
        Distribution Dates as part of the Overcollateralization Release
        Amount.

       

      “Class
        C Notional Balance”:
        With
        respect to any Distribution Date (and the related Accrual Period) the aggregate
        principal balance of the Middle-Tier Regular Interests (the Pool Balance)
        as
        specified in the Preliminary Statement.

       

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

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      “Class
        Principal Balance”:
        With
        respect to any Distribution Date and any Class of Regular Certificates, the
        Original Class Principal Balance thereof as (a) reduced by the sum of (x)
        all
        amounts actually distributed in respect of principal of that Class (including
        amounts paid from the Yield Maintenance Account pursuant to Section 5.01(h)(iii)
        on all prior Distribution Dates (provided, however, that the Certificate
        Insurer
        will be subrogated to the amount of any Realized Losses paid by it to the
        Insured Certificates), (y) all Realized Losses, if any, actually allocated
        to
        that Class on all prior Distribution Dates and (z) any applicable Writedown
        Amount, and (b) increased by (x) the amount of Deferred Interest allocated
        to
        such Class of Certificates on such Distribution Date as set forth in Section
        5.02 and (y) the amount paid in respect of Allocated Realized Loss Amounts
        to
        such Class of Certificates on such Distribution Date from the Yield Maintenance
        Account pursuant to Section 5.01(h)(i) or (ii) and (c) any Recoveries allocated
        to such Class of Certificates pursuant to Section 5.08.

       

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

       

      “Closing
        Date”:
        December 13, 2006.

       

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

       

      “Collateral
        Account”:
        The
        account established and maintained by the Trustee in accordance with the
        provisions of Section 5.11.

       

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

       

      “Commitment
        Letter”:
        The
        letter dated the Closing Date from the Seller and the Depositor to the
        Certificate Insurer (a copy of which has been furnished to the Trustee) setting
        forth the payment arrangements for the Aggregate Premium Amount on the Financial
        Guaranty Insurance Policy and certain related expense payment
        arrangements.

       

      “Compensating
        Interest Payment”:
        With
        respect to any Distribution Date, the amount specified to be paid by the
        Servicer pursuant to Section 5.05 of the Servicing Agreement.

       

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

       

      “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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      “Cooperative
        Loan Documents”:
        With
        respect 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 Wells Fargo Bank, N.A., 9062 Old Annapolis
        Road, Columbia, Maryland 21045, Attention: Client Service Manager, HarborView
        Mortgage Loan Trust 2006-12, or at such other address as the Trustee may
        designate from time to time by notice to the Certificateholders, the Depositor
        and the Seller. With respect to the Certificate Registrar and 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: Client Service Manager, HarborView Mortgage Loan Trust
        2006-12.

       

      “Corresponding
        Class”:
        With
        respect to each class of Middle Tier Regular Interests, the Class or Classes
        of
        Certificates corresponding to such class as set forth in the Preliminary
        Statement.

       

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

       

      “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.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

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

       

      “Credit
        Enhancement Percentage”:
        For
        any Distribution Date and any Class of Certificates, the percentage obtained
        by
        dividing (i) the sum of (x) the aggregate Class Principal Balance of the
        Subordinate Certificates subordinate to such Class and (y) the
        Overcollateralized Amount by (y) the aggregate Stated Principal Balance of
        the
        Mortgage Loans.

       

      
        	
                 

                 

                 

                Classes

              	
                Initial
                  Credit 

                Enhancement
                  

                Percentage

              	
                Target
                  Credit Enhancement Percentage before

                December
                  2012 or

                Stepdown
                  Date

              	
                Target
                  Credit Enhancement Percentage on or after December 2012 or

                Stepdown
                  Date

              
	
                Senior

              	
                9.500%

              	
                23.750%

              	
                19.000%

              
	
                B-1

              	
                7.050%

              	
                17.625%

              	
                14.100%

              
	
                B-2

              	
                5.150%

              	
                12.875%

              	
                10.300%

              
	
                B-3

              	
                4.500%

              	
                11.250%

              	
                9.000%

              
	
                B-4

              	
                3.000%

              	
                7.500%

              	
                6.000%

              
	
                B-5

              	
                1.900%

              	
                4.750%

              	
                3.800%

              
	
                B-6

              	
                1.000%

              	
                2.500%

              	
                2.000%

              
	
                B-7

              	
                0.500%

              	
                1.250%

              	
                1.000%

              


      

      


      “Custodian”:
        For
        purposes of this Agreement, the Custodian shall be The Bank of New
        York.

       

      “Cut-off
        Date”:
        The
        Initial Cut-off Date or the Subsequent Cut-off Date, as applicable.


       

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

       

      “Cut-off
        Date Collateral Balance”:
        The
        sum of (i) the aggregate Stated Principal Balance of all Initial Mortgage
        Loans
        as of November 1, 2006 and (ii) the Prefunded Amount. 

       

      “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
        applicable Cut-off Date whether or not received as of the applicable Cut-off
        Date (or as of the applicable date of substitution with respect to a Qualified
        Substitute Mortgage Loan).

       

      “Debt
        Service Reduction”:
        With
        respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
        for
        that Mortgage Loan by a court of competent jurisdiction in a proceeding under
        the Bankruptcy Code, unless the reduction results from a Deficient
        Valuation.

       

      “Deferred
        Interest”:
        With
        respect to each Mortgage Loan and each related Due Date, will be the excess,
        if
        any, of the amount of interest accrued on such Mortgage Loan from the preceding
        Due Date to such due date over the portion of the Monthly Payment allocated
        to
        interest for such Due Date.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      “Deficiency
        Amount”:
        Means
        with respect to the Insured Certificates, (a) for any Distribution Date prior
        to
        the Final Distribution Date, the sum of (1) the excess, if any, of the Monthly
        Interest Distributable Amount on the Insured Certificates for such Distribution
        Date, net of any Interest Shortfalls, Basis Risk Shortfalls and Net Deferred
        Interest, over the amount of Available Funds to pay such net amount on the
        Insured Certificates on such Distribution Date and (2) the amount, if any,
        of
        any Realized Losses allocable to the Insured Certificates on such Distribution
        Date (after giving effect to all distributions to be made thereon on such
        Distribution Date, other than pursuant to a claim on the Financial Guaranty
        Insurance Policy) and (b) for the Final Distribution Date, the sum of (x)
        the
        amount set forth in clause (a)(1) above and (y) the aggregate outstanding
        Certificate Principal Balance of the Insured Certificates, after giving effect
        to all payments of principal on the Insured Certificates on such Final
        Distribution Date, other than pursuant to a claim on the Financial Guaranty
        Insurance Policy on that Distribution Date. Deficiency Amount shall not include
        (a) any portion of a Deficiency Amount due to holders of the Insured
        Certificates because a notice and certificate in proper form as required
        by the
        Financial Guaranty Insurance Policy was not timely received by the Certificate
        Insurer and (b) any portion of a Deficiency Amount due to holders of the
        Insured
        Certificates representing interest on any unpaid interest accrued from and
        including the date of payment by the Certificate Insurer of the amount of
        such
        unpaid interest.

       

      “Deficient
        Valuation”:
        With
        respect to any Mortgage Loan, a valuation of the related Mortgaged Property
        by a
        court of competent jurisdiction in an amount less than the then outstanding
        principal balance of the Mortgage Loan, which valuation results from a
        proceeding initiated under the Bankruptcy Code.

       

      “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.

       

      “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 Agreement, on which the Servicer determines the amount of
        all
        funds required to be remitted to the Trustee on the Servicer Remittance Date
        with respect to the Mortgage Loans. 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      “Disqualified
        Organization”:
        A
“disqualified organization” defined in Section 860E(e)(5) of the Code, or any
        other Person so designated by the Trustee based upon an Opinion of Counsel
        provided to the Trustee by nationally recognized counsel acceptable to the
        Trustee 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.

       

      “Distressed
        Mortgage Loan”:
        Any
        Mortgage Loan that at the date of determination is Delinquent in payment
        for a
        period of 90 days or more without giving effect to any grace period permitted
        by
        the related Mortgage Note or for which the Servicer on behalf of the Trust
        Fund
        has accepted a deed in lieu of foreclosure.

       

      “Distribution
        Account”:
        The
        trust account or accounts created and maintained by the Trustee pursuant
        to
        Section 4.02 hereof for the benefit of the Certificate Insurer and the
        Certificateholders and designated “Distribution Account, Wells Fargo Bank, N.A.,
        as Trustee, in trust for the registered Holders of HarborView Mortgage Loan
        Trust Mortgage Loan Pass-Through Certificates, Series 2006-12” and which must be
        an Eligible Account.

       

      “Distribution
        Account Income”:
        With
        respect 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 each month, or, if such day is not a Business Day, the next Business
        Day commencing in December 2006.

       

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

       

      “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;

                


        

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        
          	 	
                  (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 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 (without
                    regard
                    to the Financial Guaranty Insurance Policy) as evidenced by a
                    letter from
                    such Rating Agency to the Trustee. Eligible Accounts may bear
                    interest.

                


        

      

       

      “Endorsement”:
        As
        defined in the Financial Guaranty Insurance Policy.

       

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

       

      “ERISA-Restricted
        Certificates”:
        (i)
        the Class 2A-1B, Class 2A-2B and Class 2A-2C Certificates, the Subordinate
        Certificates, the Class C Certificates, the Class P Certificates and the
        Residual Certificate and (ii) any Class 1A-1A, Class 2A-1A1, Class 2A-1A2,
        Class
        2A-1A3 or Class 2A-2A Certificates that are not rated at least “AA-” (or its
        equivalent) by at least one nationally rated statistical rating organization
        upon acquisition.

       

      “ERISA
        Restricted Trust Certificate”:
        The
        Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and Class 2A-2A
        Certificates.

       

      “Event
        of Default”:
        As
        defined in the Servicing Agreement.

       

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

       

      “Excess
        Servicing Fee Rate”:
        With
        respect to any Mortgage Loan, the excess, if any, of 0.375% per annum over
        the
        Subservicing Fee Rate.

       

      “Expense
        Fee”:
        With
        respect to any Mortgage Loan, the sum of (i) the Servicing Fee, (ii) any
        Bulk
        PMI Fee, if applicable, 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.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      “Extra
        Principal Distribution Amount”:
        For
        any Distribution Date, is the lesser of (x) the Net Monthly Excess Cashflow
        for
        such Distribution Date (after distribution of any amounts pursuant to Section
        5.01(a)(iii)(A) and (B)) and (y) the Overcollateralization Deficiency Amount
        for
        such Distribution Date.

       

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

       

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

       

      “Final
        Distribution Date”:
        The
        Distribution Date occurring in December 2036 (other than the Insured
        Certificates, which is December 2037).

       

      “Final
        Maturity Reserve Account”:
        The
        account created pursuant to Section 5.09 of this Agreement.

       

      “Final
        Maturity Reserve Rate”:
        A per
        annum rate equal to the product of (i) 1.00% and (ii) a fraction, the numerator
        of which is the aggregate Stated Principal Balance as of the applicable Cut-off
        Date of the Mortgage Loans having forty-year original terms to maturity and
        the
        denominator of which is the aggregate Stated Principal Balance as of the
        applicable Cut-off Date of all of the Mortgage Loans.

       

      “Final
        Maturity Reserve Schedule”:
        With
        respect to each Distribution Date on or after the Distribution Date in December
        2016 through and including Final Maturity Reserve Termination Date, the
        aggregate principal balance set forth on Schedule II hereto for that
        Distribution Date.

       

      “Final
        Maturity Reserve Termination Date”:
        With
        respect to each Distribution Date on or after the Distribution Date in December
        2016, the earlier of (i) the Distribution Date in December 2036 or (ii) the
        termination of the Trust Fund.

       

      “Final
        Maturity Reserve Trust”:
        The
        corpus of a trust created pursuant to Section 5.09 of this Agreement and
        designated as the “Final Maturity Reserve Trust,” consisting of the Final
        Maturity Reserve Account, but which is not an asset of any REMIC.

       

      “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
        contemplated by Sections 2.03 and 10.01), a determination made by the Servicer,
        and reported to the Trustee, that all Insurance Proceeds, Liquidation Proceeds
        and other payments or recoveries which the Servicer expects to be finally
        recoverable in respect thereof have been so recovered.

       

      “Financial
        Guaranty Insurance Policy”:
        The
        Financial Guaranty Insurance Policy (No. 51793-N) with respect to the Insured
        Certificates, and all endorsements thereto dated the Closing Date, issued
        by the
        Certificate Insurer for the benefit of the Holders of the Insured Certificates,
        a copy of which is attached hereto as Exhibit Y.

       

      “Form
        8-K Disclosure Information”:
        As
        defined in Section 3.07(c)(i).

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

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

       

      “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 Adjusted Cap Rate”:
        For
        any Distribution Date and for the Class 1A-1A Certificates and any Distribution
        Date is the Net WAC Cap for such Distribution Date, determined by first reducing
        the Net WAC by a per annum rate equal to the product of (i) the Net Deferred
        Interest for Loan Group 1 for that Distribution Date multiplied by (ii) 12,
        divided
        by
        the Pool
        Collateral Balance for Loan Group 1 as of the first day of the month before
        such
        Distribution Date (or in the case of the first Distribution Date, as of the
        Initial Cut-off Date).

       

      “Group
        1 Certificates”:
        The
        Class 1A-1A Certificates.

       

      “Group
        1 Final Maturity Reserve Amount”:
        For
        each Distribution Date prior to the Distribution Date in December 2016, zero.
        For each Distribution Date commencing on the Distribution Date in December
        2016
        and on each Distribution Date thereafter until the Final Maturity Reserve
        Termination Date, an amount equal to the lesser of (x) the product of (i)
        the
        quotient of the Final Maturity Reserve Rate divided
        by
        12 and
        (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans
        on the
        first day of the related Due Period (not including for this purpose Group
        1
        Mortgage Loans for which prepayments in full have been received and distributed
        in the month prior to the Distribution Date) and (y) the Interest Remittance
        Amount for Loan Group 1 after making any withdrawals from the Distribution
        Account pursuant to Section 4.03(a) (excluding clause (xv) therein).
        Notwithstanding the foregoing, if on any Distribution Date the aggregate
        Stated
        Principal Balance of Mortgage Loans having forty-year original terms to maturity
        on such Distribution Date is less than or equal to the applicable amount
        set
        forth in the Final Maturity Reserve Schedule, the Final Maturity Reserve
        Amount
        shall equal zero.

       

      “Group
        1 Mortgage Loan”:
        Each
        Mortgage Loan that is identified as such on the Mortgage Loan Schedule and
        that
        has a Stated Principal Balance at origination that conforms to Freddie Mac
        loan
        limits.

       

      “Group
        1 Prefunded Amount”:
        The
        amount deposited in the Prefunding Account on the Closing Date to purchase
        additional Group 1 Mortgage Loans, which shall equal
        $248,007,101.79.

       

      “Group
        1 Principal Distribution Amount”:
        For
        any Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event has not occurred or is not continuing with respect to such Distribution
        Date, will be the lesser of (a) the greater of (x) the Senior Principal
        Distribution Amount multiplied by the Group 1 Principal Distribution Percentage
        and (y) the amount by which the aggregate Class Principal Balance of the
        Group 1
        Certificates exceed the Stated Principal Balances of the Group 1 Mortgage
        Loans
        as of the last day of the related Prepayment Period (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 (b) the aggregate Class Principal Balance
        of
        the Group 1 Certificates; provided,
        however,
        that
        with respect to any such Distribution Date on which the aggregate Class
        Principal Balance of the Group 2 Certificates is reduced to zero, the Group
        2
        Principal Distribution Percentage of the Senior Principal Distribution Amount
        available for distribution to the Senior Certificates in excess of the amount
        necessary to reduce the aggregate Class Principal Balance of the Group 2
        Certificates to zero will be applied to increase the Group 1 Principal
        Distribution Amount (so long as any Class of Group 1 Certificates is
        outstanding).

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      “Group
        1 Principal Distribution Percentage”:
        For
        any Distribution Date, a fraction, the numerator of which is (a) the aggregate
        Stated Principal Balance of the Group 1 Mortgage Loans as of the first day
        of
        the related Prepayment Period minus
        (b) the
        aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the
        last
        day of the related Prepayment Period (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, but without giving effect to any Deferred Interest and
        any
        Realized Losses during the related Due Period), and the denominator of which
        is
        (a) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        first
        day of the related Prepayment Period minus
        (b) the
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related Prepayment Period (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, but without giving effect to any Deferred Interest and any Realized
        Losses during the related Due Period).

       

      “Group
        2 Adjusted Cap Rate”:
        For
        any Distribution Date and for the Class 2A-1A1, Class 2A-1A2, Class 2A-1A3,
        Class 2A-1B, Class 2A-2A, Class 2A-2B and Class 2A-2C Certificates and any
        Distribution Date is the Net WAC Cap for such Distribution Date, determined
        by
        first reducing the Net WAC by a per annum rate equal to the product of (i)
        the
        Net Deferred Interest for Loan Group 2 for that Distribution Date multiplied
        by
        (ii) 12, divided
        by
        the Pool
        Collateral Balance for Loan Group 2 as of the first day of the month before
        such
        Distribution Date (or in the case of the first Distribution Date, as of the
        Initial Cut-off Date).

       

      “Group
        2 Certificates”:
        The
        Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class
        2A-2B
        and Class 2A-2C Certificates.

       

      “Group
        2 Final Maturity Reserve Amount”:
        For
        each Distribution Date prior to the Distribution Date in December 2016, zero.
        For each Distribution Date commencing on the Distribution Date in December
        2016
        and on each Distribution Date thereafter until the Final Maturity Reserve
        Termination Date, an amount equal to the lesser of (x) the product of (i)
        the
        quotient of the Final Maturity Reserve Rate divided
        by
        12 and
        (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans
        on the
        first day of the related Due Period (not including for this purpose Group
        2
        Mortgage Loans for which prepayments in full have been received and distributed
        in the month prior to the Distribution Date) and (y) the Interest Remittance
        Amount for Loan Group 2 after making any withdrawals from the Distribution
        Account pursuant to Section 4.03(a) (excluding clause (xv) therein).
        Notwithstanding the foregoing, if on any Distribution Date the aggregate
        Stated
        Principal Balance of Mortgage Loans having forty-year original terms to maturity
        on such Distribution Date is less than or equal to the applicable amount
        set
        forth in the Final Maturity Reserve Schedule, the Final Maturity Reserve
        Amount
        shall equal zero.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      “Group
        2 Mortgage Loan”:
        Each
        Mortgage Loan that is identified as such on the Mortgage Loan Schedule and
        that
        has a Stated Principal Balance at origination that may or may not conform
        to
        Fannie Mae or Freddie Mac loan limits.

       

      “Group
        2 Prefunded Amount”:
        The
        amount deposited in the Prefunding Account on the Closing Date to purchase
        additional Group 2 Mortgage Loans, which shall equal
        $1,590,629,795.81.

       

      “Group
        2 Principal Distribution Amount”:
        For
        any Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event has not occurred or is not continuing with respect to such Distribution
        Date, will be the lesser of (a) the greater of (x) the Senior Principal
        Distribution Amount multiplied by the Group 2 Principal Distribution Percentage
        and (y) the amount by which the aggregate Class Principal Balance of the
        Group 2
        Certificates exceed the Stated Principal Balances of the Group 2 Mortgage
        Loans
        as of the last day of the related Prepayment Period (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 (b) the aggregate Class Principal Balance
        of
        the Group 2 Certificates; provided,
        however,
        that
        with respect to any such Distribution Date on which the aggregate Class
        Principal Balance of the Group 1 Certificates is reduced to zero, the Group
        1
        Principal Distribution Percentage of the Senior Principal Distribution Amount
        available for distribution to the Senior Certificates in excess of the amount
        necessary to reduce the aggregate Class Principal Balance of the Group 1
        Certificates to zero will be applied to increase the Group 2 Principal
        Distribution Amount (so long as any Class of Group 2 Certificates is
        outstanding).

       

      “Group
        2 Principal Distribution Percentage”:
        For
        any Distribution Date, a fraction, the numerator of which is (a) the aggregate
        Stated Principal Balance of the Group 2 Mortgage Loans as of the first day
        of
        the related Prepayment Period minus
        (b) the
        aggregate Stated Principal Balance of the Group 2 Mortgage Loans as of the
        last
        day of the related Prepayment Period (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, but without giving effect to any Deferred Interest and
        any
        Realized Losses during the related Due Period), and the denominator of which
        is
        (a) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        first
        day of the related Prepayment Period minus
        (b) the
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related Prepayment Period (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, but without giving effect to any Deferred Interest and any Realized
        Losses during the related Due Period). 

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      “Indemnification
        Agreement”:
        The
        Indemnification Agreement dated as of December 11, 2006 among the
        Depositor, the Seller, Greenwich Capital Markets, Inc. and the Certificate
        Insurer, including any amendments and supplements thereto.

       

      “Indemnified
        Persons”:
        The
        Trustee (individually in its corporate capacity and in all capacities
        hereunder), the Depositor, the Servicer, the Custodian, the NIMS Insurer
        and the
        Certificate Insurer and their respective 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.

       

      “Indenture”:
        An
        indenture relating to the issuance of notes secured by the Class C Certificates,
        the Class P Certificates and/or the Residual Certificates (or any portion
        thereof) which may or may not be guaranteed by the NIMS Insurer.

       

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

       

      “Initial
        Certificate Principal Balance”:
        With
        respect to any Certificate other than the Class C and Class R Certificates,
        the
        amount designated “Initial Certificate Principal Balance” on the face
        thereof.

       

      “Initial
        Cut-off Date”:
        With
        respect to any Initial Mortgage Loan, the Close of Business in New York City
        on
        November 1, 2006. 

       

      “Initial
        Group 1 Mortgage Loans”:
        Any of
        the Group 1 Mortgage Loans with a Cut-off Date of November 1, 2006 and which
        are
        included in the Trust Fund as of the Closing Date. The aggregate Stated
        Principal Balance of the Initial Group 1 Mortgage Loans is equal to
        $1,077,959,749.04.

       

      “Initial
        Group 2 Mortgage Loans”:
        Any of
        the Group 2 Mortgage Loans with a Cut-off Date of November 1, 2006 and which
        are
        included in the Trust Fund as of the Closing Date. The aggregate Stated
        Principal Balance of the Initial Group 2 Mortgage Loans is equal to
        $2,023,403,353.37.

       

      “Initial
        LIBOR Rate”:
        5.350%.

       

      “Initial
        Mortgage Loan”:
        Any of
        the Initial Group 1 Mortgage Loans or Initial Group 2 Mortgage Loans conveyed
        to
        the Trust Fund on the Closing Date pursuant to Section 2.01 hereof, which
        Mortgage Loans shall be listed on the Mortgage Loan Schedule delivered pursuant
        to this Agreement.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      “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 Servicing
        Agreement.

       

      “Insured
        Amount”:
        As
        defined in the Financial Guaranty Insurance Policy. 

       

      “Insured
        Certificates”:
        The
        Class 2A-1B and Class 2A-2C Certificates.

       

      “Insurer
        Premium Rate”:
        0.0625% per annum.

       

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

       

      “Interest
        Remittance Amount”:
        For
        any Distribution Date and any Loan Group, the portion of the Available Funds
        for
        such Distribution Date attributable to interest received or advanced with
        respect to the Mortgage Loans in such Loan Group plus
        Principal Prepayments for the related Prepayment Period to the extent of
        Deferred Interest for the related Distribution Date.

       

      “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, 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 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

       

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

       

      “Late
        Payment Rate”:
        For
        any Distribution Date, the lesser of (i) the greater of (a) the rate of
        interest, as it is publicly announced by Citibank, N.A. at its principal
        office
        in New York, New York as its prime rate (any change in such prime rate of
        interest to be effective on the date such change is announced by Citibank,
        N.A.)
plus
        3% and (b) the then applicable highest rate of interest on the Insured
        Certificates and (ii) the maximum rate permissible under applicable usury
        or
        similar laws limiting interest rates.  The Late Payment Rate shall be
        computed on the basis of the actual number of days elapsed over a year of
        360
        days.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      “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”:
        With
        respect 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 Trustee 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 Trustee 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 Trustee
        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 Trustee (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.

       

      (b) The
        establishment of LIBOR by the Trustee and the Trustee’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.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      “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”:
        The
        Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class
        2A-2A,
        Class 2A-2B, Class 2A-2C Certificates and the Subordinate
        Certificates.

       

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

       

      “Liquidated
        Mortgage Loan”:
        With
        respect to any Distribution Date, any Mortgage Loan in respect of which the
        Servicer has determined, 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 Servicing
        Agreement.

       

      “Liquidation
        Expenses”:
        With
        respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
        incurred by or for the account of the Servicer, 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
        Servicer as proceeds from the liquidation of such Mortgage Loan, as determined
        in accordance with the applicable provisions of the 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 Servicing Agreement, “Liquidation Proceeds” shall also include
        amounts realized in connection with such repurchase, substitution or
        sale.

       

      “Loan
        Group”:
        Either
        of Loan Group 1 or Loan Group 2, as the context requires.

       

      “Loan
        Group Balance”:
        With
        respect to each Loan Group and any Distribution Date, the aggregate of the
        Stated Principal Balances, as of the Close of Business on the first day of
        the
        month preceding the month in which such Distribution Date occurs, of the
        Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans on
        that
        day.

       

      “Loan
        Group Collateral Balance”:
        With
        respect to each Loan Group and any date of determination, the applicable
        Loan
        Group Balance plus the amount, if any, then on deposit in the Prefunding
        Account, with respect to the related Loan Group; provided
        that the
        Loan Group Collateral Balance as of the Initial Cut-off Date will include
        the
        Group 1 Prefunded Amount or Group 2 Prefunded Amount, as
        applicable.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      “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
        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-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
        Regular Interest”:
        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.

       

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

       

      “Middle-Tier
        Net WAC Cap”:
        For any
        Distribution Date, the product of (i) the weighted average of the interest
        rates
        on the Middle-Tier Regular Interests for such Distribution Date (other than
        the
        MT-C and MT-I Interests) multiplied by (ii) the quotient of 30 divided by
        the
        actual number of days in the accrual period. 

       

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

       

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

       

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

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

      “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
        Interest Distributable Amount”:
        With
        respect to each Class of Certificates (other than the Class C, Class P and
        Class
        R Certificates) and any Distribution Date, the amount of interest accrued
        during
        the related Accrual Period at the lesser of the related Pass-Through Rate
        and
        the related Adjusted Cap Rate on the Class Principal Balance of that Class
        immediately prior to that Distribution Date, in each case, reduced by any
        Net
        Interest Shortfalls allocated to such Class as provided in Section 5.01(c);
        provided,
        however,
        that
        for purposes of compliance with the REMIC Provisions, (A) the Monthly Interest
        Distributable Amount for each Class of Subordinate Certificates shall be
        calculated by reducing the related Pass-Through Rate by a per annum rate
        equal
        to (i) 12 times the Subordinate Class Expense Share for such Class divided
        by
        (ii) the
        Class Principal Balance of such Class as of the beginning of the related
        Accrual
        Period and (B) such Class shall be deemed to bear interest at such Pass-Through
        Rate as so reduced for federal income tax purposes.

       

      “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 Servicer
        pursuant to the applicable provisions of the Servicing Agreement; and (c)
        on the
        assumption that all other amounts, if any, due under such Mortgage Loan are
        paid
        when due.

       

      “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.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      “Mortgage
        Loan Purchase Agreement”:
        The
        Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
        as
        of November 1, 2006, regarding the transfer of the Mortgage Loans by the
        Seller
        (including the Seller’s rights and interest in the Servicing Agreement) 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;

              


      

       

      
        	 	
                (viii)

              	
                the
                  Loan-to-Value Ratio at origination;

              


      

       

      
        	 	
                (ix)

              	
                [Reserved];

              


      

       

      
        	 	
                (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;

              


      

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      
        	 	
                (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, and
                  the
                  applicable Lender-Paid Mortgage Insurance Fee Rate, if
                  applicable;

              


      

       

      
        	 	
                (xxiv)

              	
                the
                  Expense Fee Rate therefor; 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 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.

       

      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.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      “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.

       

      “MTA”:
        The
        twelve-month average yields 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).

       

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

       

      “Net
        Deferred Interest”:
        With
        respect to each Loan Group and any Distribution Date, the greater of (i)
        the
        excess, if any, of the Deferred Interest for the related Due Date over the
        aggregate amount of any Principal Prepayments in part or in full received
        during
        the related Prepayment Period and (ii) zero.

       

      “Net
        Interest Shortfall”:
        With
        respect to any Distribution Date, the excess of the Interest Shortfalls,
        if any,
        for such Distribution Date over the sum of (i) Interest Shortfalls paid by
        the
        Servicer under the Servicing Agreement 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, 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 and, commencing on the Distribution Date in December 2016
        and
        on each Distribution Date thereafter until the Final Maturity Reserve
        Termination Date, the Final Maturity Reserve Rate.

       

      “Net
        Maximum Rate”:
        For
        any Mortgage Loan and any Distribution Date, the maximum rate at which interest
        could accrue on such Mortgage Loan net of the sum of (a) the Expense Fee
        Rate
        and (b) commencing on the Distribution Date in December 2016 and on each
        Distribution Date thereafter until the Final Maturity Reserve Termination
        Date,
        the Final Maturity Reserve Rate.

       

      “Net
        Maximum Rate Cap”:
        For
        any Distribution Date will equal the applicable Net WAC Cap, computed for
        this
        purposes on the basis of the assumption that each Mortgage Loan accrued interest
        for the related Accrual Period at its Net Maximum Rate.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      “Net
        Monthly Excess Cashflow”:
        For
        any Distribution Date is equal to the sum of (a) any Overcollateralization
        Release Amount and (b) the excess of (x) the Available Funds for such
        Distribution Date over (y) the sum for such Distribution Date of (A) the
        Monthly
        Interest Distributable Amounts for the LIBOR Certificates, (B) the Unpaid
        Interest Shortfall Amounts for the LIBOR Certificates, (C) the Principal
        Remittance Amount, (D) the Aggregate Final Maturity Reserve Amount and (E)
        the
        amount of Principal Prepayments for the related Prepayment Period to the
        extent
        of Deferred Interest for such Distribution Date.

       

      “Net
        Realized Losses”:
        For
        any Class of Certificates and any Distribution Date, the excess of (i) the
        amount of Realized Losses previously allocated to that Class over (ii) the
        sum
        of (a) the amount of any increases to the Class Principal Balance of that
        Class
        pursuant to Section 5.08 due to Recoveries and (b) any payments received
        pursuant to Sections 5.01(h)(i) and (ii) from the Yield Maintenance
        Account.

       

      “Net
        WAC”:
        With
        respect to any Distribution Date, the weighted average of the Net Loan Rates
        of
        the Mortgage Loans 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, provided,
        however,
        that
        for the first four Distribution Dates only, such weighted average of the
        Net
        Loan Rates of the Mortgage Loans will be multiplied
        by
        the
        quotient of (i) the aggregate of the Stated Principal Balances as of the
        first
        day of the related Due Period of the Mortgage Loans having scheduled payments
        that are included in determining Available Funds for such Distribution Date
        divided
        by
        (ii) the
        sum of (a) the aggregate of the Stated Principal Balances of all of the Mortgage
        Loans as of the first day of the related Due Period and (b) the amount on
        deposit in the Prefunding Account immediately prior to such Distribution
        Date.

       

      “Net
        WAC Cap”:
        For
        the LIBOR Certificates (other than the Class 2A-1B and Class 2A-2C Certificates)
        and any Distribution Date is equal to the product of (x) the Net WAC for
        such
        Distribution Date and (y) a fraction, the numerator of which is 30 and the
        denominator of which is the actual number of days in the related Accrual
        Period.
        For the Class 2A-1B and Class 2A-2C Certificates and any Distribution Date
        is
        equal to the excess, if any, of (x) the Net WAC Cap for the Senior Certificates
        and the Subordinate Certificates for such Distribution Date over (y) the
        related
        Insurer Premium Rate for such Distribution Date.

       

      “NIM
        Redemption Amount”:
        As
        defined in Section 10.01(a).

       

      “NIM
        Residual Securities”:
        Any
        preference shares, preference certificates or ownership certificates issued
        by a
        trust or other special purpose entity in connection with a NIMS
        Transaction.

       

      “NIM
        Notes”:
        Any
        net interest margin notes issued by an indenture or other special purpose
        entity
        pursuant to an Indenture in connection with a NIMS Transaction.

       

      “NIMS
        Agreement”:
        Any
        agreement pursuant to which the NIM Notes are issued.

       

      “NIMS
        Insurer”:
        One or
        more insurance issuing financial guaranty insurance policies in connection
        with
        the issuance of NIM Notes.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      “NIMS
        Transaction”:
        Any
        issuance by a trust or other special purpose entity of NIM Notes and NIM
        Residual Securities, the principal assets of which trust include Class P
        and
        Class C Certificates and payments received thereon.

       

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

       

      “Notice”:
        As
        defined in the Financial Guaranty Insurance Policy.

       

      “Offered
        Certificates”:
        The
        Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class
        2A-2A,
        Class 2A-2B, Class 2A-2C, Class B-1, Class B-2, Class B-3, Class B-4, Class
        B-5,
        Class B-6 and Class B-7 Certificates.

       

      “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 or the Depositor, as applicable.

       

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

       

      “Original
        Capitalized Interest Amount”:
        $20,940,760.00.

       

      “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, 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
        Class Principal Balance”:
        With
        respect to each Class of Certificates other than the Class C, Class P and
        Class
        R Certificates, the corresponding aggregate amount set forth opposite the
        Class
        designation of such Class in the Preliminary Statement. 

       

      “Originator”:
        Countrywide Home Loans, Inc. or any other originator contemplated by Item
        1110
        (§ 229.1110) of Regulation AB.

       

      “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.

       

      “Overcollateralization
        Deficiency Amount”:
        With
        respect to any Distribution Date, the amount, if any, by which the
        Overcollateralization Target Amount exceeds the Overcollateralized Amount
        on
        such Distribution Date (assuming that 100% of the Principal Remittance Amount
        is
        applied as a principal payment on such Distribution Date).

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      “Overcollateralization
        Release Amount”:
        With
        respect to any Distribution Date, the lesser of (x) the Principal Remittance
        Amount for such Distribution Date and (y) the excess, if any, of (i) the
        Overcollateralized Amount for such Distribution Date (assuming that 100%
        of the
        Principal Remittance Amount is applied as a principal payment on such
        Distribution Date) over (ii) the Overcollateralization Target Amount for
        such
        Distribution Date.

       

      “Overcollateralization
        Target Amount”:
        With
        respect to any Distribution Date, an amount equal to (i) prior to the Stepdown
        Date, 0.50% of the sum of (a) the aggregate Stated Principal Balance of the
        Initial Mortgage Loans as of the applicable Cut-off Date and (b) the amount
        on
        deposit in the Prefunding Account on the Closing Date, (ii) on or after the
        Stepdown Date so long as a Trigger Event is not in effect, the greater of
        (x)(I)
        1.25% of the current Aggregate Collateral Balance prior to the Distribution
        Date
        in December 2012 or (II) 1.00% of the current Aggregate Collateral Balance
        on or
        after the Distribution Date in December 2012 and (y) 0.50% of the sum of
        (a) the
        aggregate Stated Principal Balance of the Initial Mortgage Loans as of the
        Cut-off Date and (b) the amount on deposit in the Prefunding Account on the
        Closing Date; or (iii) on or after the Stepdown Date and if a Trigger Event
        is
        in effect, the Overcollateralization Target Amount for the immediately preceding
        Distribution Date.

       

      “Overcollateralized
        Amount”:
        For
        any Distribution Date, an amount equal to (i) the sum of the Aggregate
        Collateral Balance of the Mortgage Loans as of the last day of the related
        Prepayment Period (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) minus (ii) the aggregate Certificate Principal Balance of the LIBOR
        Certificates and the Class P Certificates as of such Distribution Date (after
        giving effect to distributions to be made on such Distribution Date) from
        the
        Principal Remittance Amount.

       

      “Ownership
        Interest”:
        With
        respect 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 Offered Certificates and the Class B-7 Certificates
        and
        any Distribution Date, the rate set forth below:

       

      
        	 	
                (A)

              	
                The
                  Pass-Through Rate for the Class 1A-1A Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.205%
                  per annum (0.410% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (B)

              	
                The
                  Pass-Through Rate for the Class 2A-1A1 Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.090%
                  per annum (0.180% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      
        	 	
                (C)

              	
                The
                  Pass-Through Rate for the Class 2A-1A2 Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.160%
                  per annum (0.320% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (D)

              	
                The
                  Pass-Through Rate for the Class 2A-1A3 Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.240%
                  per annum (0.480% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (E)

              	
                The
                  Pass-Through Rate for the Class 2A-1B Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.200%
                  per annum (0.400% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (F)

              	
                The
                  Pass-Through Rate for the Class 2A-2A Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.190%
                  per annum (0.380% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (G)

              	
                The
                  Pass-Through Rate for the Class 2A-2B Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.250%
                  per annum (0.500% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (H)

              	
                The
                  Pass-Through Rate for the Class 2A-2C Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.190%
                  per annum (0.380% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (I)

              	
                The
                  Pass-Through Rate for the Class B-1 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.400%
                  per annum (0.600% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (J)

              	
                The
                  Pass-Through Rate for the Class B-2 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.420%
                  per annum (0.630% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (K)

              	
                The
                  Pass-Through Rate for the Class B-3 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.450%
                  per annum (0.675% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      
        	 	
                (L)

              	
                The
                  Pass-Through Rate for the Class B-4 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.640%
                  per annum (0.960% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (M)

              	
                The
                  Pass-Through Rate for the Class B-5 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.780%
                  per annum (1.170% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (N)

              	
                The
                  Pass-Through Rate for the Class B-6 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 1.600%
                  per annum (2.400% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (O)

              	
                The
                  Pass-Through Rate for the Class B-7 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 2.000%
                  per annum (3.000% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.
                  

              


      

       

      “Paying
        Agent”:
        Any
        paying agent appointed pursuant to Section 6.05 hereof, initially, the
        Trustee.

       

      “PCAOB”:
        The
        Public Company Accounting Oversight Board.

       

      “Percentage
        Interest”:
        With
        respect to any Certificate (other than a Class C, Class P and Class R
        Certificate), a fraction, expressed as a percentage, the numerator of which
        is
        the Initial Certificate Principal Balance 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 C and Class P Certificates, the percentage interest specified on the
        face
        thereof. With respect to the Class 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 Servicer, the Trustee 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;


              


      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      
        	 	
                (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 or the 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 of the Rating Agencies
                  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 of the
                  Rating
                  Agencies;

              


      

       

      
        	 	
                (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 NIMS
                  Insurer, the Trustee or any affiliate of the Trustee or for which
                  the NIMS
                  Insurer, the Trustee 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
                  each Rating Agency rating such fund or vehicle; and each of the
                  Trustee or
                  the NIMS Insurer may trade with itself or an affiliate when purchasing
                  or
                  selling Permitted Investments; 

              


      

       

      
        	 	
                (vii)

              	
                any
                  Qualified GIC, as is acceptable to S&P in writing as a permitted
                  investment of funds; and

              


      

       

      
        	 	
                (viii)

              	
                if
                  previously confirmed in writing to the Trustee, 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.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      “Permitted
        Transferee”:
        Any
        Transferee of a 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 C, Class P and Class R Certificates.

       

      “Policy
        Account”:
        The
        trust account or accounts created and maintained by the Trustee pursuant
        to
        Section 4.05 hereof in the name of the Trustee for the benefit of the Class
        2A-1B and Class 2A-2C Certificateholders and designated “Policy Account, Wells
        Fargo Bank, N.A., as Trustee, in trust for the registered Certificateholders
        of
        HarborView Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series
        2006-12, Class 2A-1B and Class 2A-2C Certificates.”

       

      “Pool
        Balance”:
        With
        respect 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 in all Loan Groups that were Outstanding Mortgage
        Loans on that day.

       

      “Pool
        Collateral Balance”:
        As of
        any date of determination, the Pool Balance plus the amount, if any, then
        on
        deposit in the Prefunding Account.

       

      “Prefunded
        Amount”:
        The
        amount deposited in the Prefunding Account on the Closing Date, which shall
        equal $1,838,636,897.60.

       

      “Prefunding
        Account”:
        The
        separate Eligible Account established and maintained by the Trustee pursuant
        to
        Section 4.06 in the name of the Trustee for the benefit of the
        Certificateholders and designated “Prefunding Account, Wells Fargo Bank, N.A.,
        as Trustee, in trust for the registered Holders of HarborView Mortgage Loan
        Trust Mortgage Loan Pass-Through Certificates, Series 2006-12.” Funds in the
        Prefunding Account shall be held in trust for the Certificateholders for
        the
        uses and purposes set forth in this Agreement and shall not be a part of
        any
        REMIC created hereunder; provided,
        however,
        that
        any investment income earned from Permitted Investments made with funds in
        the
        Prefunding Account shall be for the account of the Depositor.

       

      “Prefunding
        Period”:
        The
        period from the Closing Date until the earliest of (i) the date on which
        the
        amount on deposit in the Prefunding Account is reduced to less than $100,000,
        (ii) the occurrence of an Event of Default or (iii) March 13,
        2007.

       

      “Premium
        Amount”:
        Each
        of the Class 2A-1B Premium Amount or Class 2A-2C Premium Amount, as
        applicable.

       

      
        
          
          

        

        
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      “Premium
        Proceeds”:
        The
        amount by which the Termination Price paid in connection with the termination
        pursuant to Section 10.01 hereof exceeds the sum of (i) accrued and unpaid
        interest and unpaid principal on the Certificates and any Basis Risk Shortfalls,
        (ii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
        Fees and (iii) all amounts, if any, then due and owing to the Trustee and
        the
        Certificate Insurer under this Agreement.

       

      “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 and deposited into the
        Distribution Account during the immediately preceding Prepayment Period,
        under
        the terms of the Servicing Agreement.

       

      “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”:
        With
        respect 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, as increased by the amount of any Deferred Interest added
        to
        the outstanding Principal Balance of such Mortgage Loan pursuant to the terms
        of
        the related Mortgage Note. 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. With respect
        to
        any REO Property and any day, the Principal Balance of the related Mortgage
        Loan
        immediately prior to such Mortgage Loan becoming REO Property.

       

      “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”:
        For
        any Distribution Date and Loan Group, the excess of (x) the related Principal
        Remittance Amount reduced by the lesser of (a) Principal Prepayments received
        for the related Loan Group during the related Prepayment Period and (b) the
        amount of Deferred Interest added to the Principal Balance of the Mortgage
        Loans
        in the related Loan Group on the Due Date in the month of such Distribution
        Date
        over (y) such Loan Group’s pro rata share, based on the aggregate outstanding
        Principal Balance of the Mortgage Loans, of the Overcollateralization Release
        Amount for such Distribution Date.

       

      “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.

       

      
        
          
          

        

        
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      “Principal
        Remittance 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 (before taking into account any Deficient Valuations or Debt Service
        Reductions) by the Servicer in respect of the related Due Period, (b) that
        portion of the Purchase Price or Repurchase Price, as applicable, 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 other than Recoveries,
        (f) all Principal Prepayments (net of portions of Principal Prepayments
        applied in respect of Deferred Interest pursuant to Section 5.01(a)(i)) in
        part
        or in full on Mortgage Loans received by the Servicer during the related
        Prepayment Period, net of Deferred Interest, (g) all Recoveries related to
        that
        Loan Group received during the related Prepayment Period, (h) the outstanding
        principal balance of each Mortgage Loan purchased from the Trust Fund by
        the
        NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent)
        and (i) on the Distribution Date on which the Trust Fund is to be
        terminated pursuant to Section 10.01 hereof, that portion of the Termination
        Price in respect of principal for that Loan Group.

       

      “Pro
        Rata Share”:
        With
        respect 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.

       

      “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 August
        10, 2006, relating to the Offered Certificates.

       

      “Prospectus
        Supplement”:
        That
        certain prospectus supplement dated December 11, 2006, relating to the initial
        offering of the Offered Certificates.

       

      “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 by that certain Amendment Reg AB to the Master Mortgage
        Loan Purchase and Servicing Agreement dated as of December 1, 2005, between
        Greenwich Capital Financial Products, Inc. (“GCFP”), as owner and Countrywide
        Home Loans, Inc. (“Countrywide”), as servicer, as reconstituted pursuant to a
        Reconstituted Servicing Agreement dated as of October 1, 2006, by and among
        GCFP, Greenwich Capital Acceptance, Inc., Countrywide and Countrywide Home
        Loans
        Servicing LP, and acknowledged by Wells Fargo Bank, N.A., as trustee, as
        the
        same may be amended from time to time, and any assignments and conveyances
        related to the Mortgage Loans.

       

      
        
          
          

        

        
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      “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, 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 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 Servicer is repurchasing such Mortgage Loan,
        the
        Loan Rate minus the 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 Servicer is repurchasing such Mortgage Loan, the Loan
        Rate
        minus the 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
        GIC”: 
        A guaranteed investment contract or surety bond providing for the investment
        of
        funds in the Capitalized Interest Account and insuring a minimum, fixed or
        floating rate of return on investments of such funds, which contract or surety
        bond shall:

       

      (i) be
        an
        obligation of an insurance company or other corporation whose long--term
        debt is
        rated by each Rating Agency in one of its two highest rating categories or,
        if
        such insurance company has no long--term debt, whose claims paying ability
        is
        rated by each Rating Agency in one of its two highest rating categories,
        and
        whose short-term debt is rated by each Rating Agency in its highest rating
        category; 

       

      (ii) provide
        that the Trustee may exercise all of the rights under such contract or surety
        bond without the necessity of taking any action by any other Person;


       

      (iii) provide
        that if at any time the then current credit standing of the obligor under
        such
        guaranteed investment contract is such that continued investment pursuant
        to
        such contract of funds would result in a downgrading of any rating of the
        Certificates or the NIM Notes or the Trustee shall terminate such contract
        without penalty and be entitled to the return of all funds previously invested
        thereunder, together with accrued interest thereon at the interest rate provided
        under such contract to the date of delivery of such funds to the Trustee; 


       

      
        
          
          

        

        
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      (iv) provide
        that the Trustee’s interest therein shall be transferable to any successor
        trustee hereunder; and 

       

      (v) provide
        that the funds reinvested thereunder and accrued interest thereon be returnable
        to the Capitalized Interest Account not later than the Business Day prior
        to any
        Distribution Date. 

       

      “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, and having a claims paying ability which is
        acceptable to each Rating Agency for pass-through certificates without a
        Financial Guaranty Insurance Policy 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.

       

      “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
        as of the date of substitution equal to or lower than the Loan-to-Value Ratio
        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, the Loan-to-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 S&P and Moody’s and any respective successors thereto. If Moody’s,
        S&P or their respective successors shall no longer be in existence, “Rating
        Agency” shall include such nationally recognized statistical rating agency or
        agencies, or other comparable Person or Persons, as shall have been designated
        by the Depositor, notice of which designation shall be given to the
        Trustee.

       

      
        
          
          

        

        
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      “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.

       

      “Reconstitution
        Agreement”:
        The
        reconstituted servicing agreement dated as of November 1, 2006 among the
        Seller,
        the Depositor and the Servicer and acknowledged by the Trustee, reconstituting
        the Servicing Agreement.

       

      “Record
        Date”:
        With
        respect to each Distribution Date and the LIBOR Certificates, the Business
        Day
        preceding the applicable Distribution Date so long as such Certificates remain
        Book-Entry Certificates and otherwise the Record Date shall be same as the
        other
        Classes of Certificates. For each other Class of Certificates, the last Business
        Day of the calendar month preceding the month in which such Distribution
        Date
        occurs.

       

      “Recovery”:
        With
        respect to any Distribution Date and a Mortgage Loan that became a Liquidated
        Mortgage Loan in the 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.

       

      “Reference
        Bank:”
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 Trustee and shall have an established place of business
        in London. Until all of the LIBOR Certificates are paid in full, the Trustee
        will at all times retain at least four Reference Banks for the purpose of
        determining LIBOR with respect to each LIBOR Determination Date. The Trustee
        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 Trustee should terminate its appointment as Reference Bank,
        the
        Trustee shall promptly appoint or cause to be appointed another Reference
        Bank
        (after consultation with the Depositor). The Trustee 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
        Certificate other than the Class C, Class P and Class R
        Certificates.

       

      
        
          
          

        

        
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      “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
        Trustee, the Custodian or the Servicer, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria applicable to such
        parties.

       

      “Relief
        Act”:
        The
        Servicemembers Civil Relief Act, 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
        Servicer’s Remittance Report to the Trustee pursuant to the Servicing Agreement
        providing information with respect to each Mortgage Loan which is provided
        no
        later than the 10th
        calendar
        day of each month and which shall contain such information as may be agreed
        upon
        by the Trustee and which shall be sufficient to enable the Trustee to prepare
        the related Distribution Date Statement.

       

      
        
          
          

        

        
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      “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 Servicer in respect of an REO Property
        pursuant to the Servicing Agreement.

       

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

       

      “REO
        Imputed Interest”:
        With
        respect 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 Agreement in respect of the proper
        operation, management and maintenance of such REO Property or (ii) payable
        or
        reimbursable to the Servicer pursuant to the applicable provisions of the
        Servicing Agreement for unpaid 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.

       

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

       

      “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.

       

      “Required
        Reserve Fund Deposit”:
        With
        respect to the Class C Certificates and any Distribution Date, an amount
        equal
        to the lesser of (i) the Net Monthly Excess Cashflow otherwise distributable
        to
        the Class C Certificates for such Distribution Date and (ii) the amount required
        to bring the balance on deposit in the Basis Risk Reserve Fund to an amount
        equal to the Basis Risk Shortfall for such Distribution Date with respect
        to the
        LIBOR certificates (after giving effect to distributions of amounts received
        pursuant to the Class 2A-1A2 Yield Maintenance Agreement, the Class 21A-2A3
        Yield Maintenance Agreement and the Yield Maintenance Allocation
        Agreement).

       

      “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.

       

      
        
          
          

        

        
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      “Residual
        Certificate”:
        The
        Class R Certificates.

       

      “Responsible
        Officer”:
        When
        used with respect to the Trustee, any director, 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
        Global Security”:
        As
        defined in Section 6.01.

       

      “S&P”:
        Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
        Inc. or 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 Depositor 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 Depositor, 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 Depositor and
        the
        Seller following a negotiation in good faith to determine how to comply with
        any
        such new requirements.

       

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

       

      “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 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B,
        Class 2A-2A, Class 2A-2B and Class 2A-2C Certificates.

       

      
        
          
          

        

        
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      “Senior
        Certificate Group”:
        Either
        (a) the Class 1A-1A Certificates with respect to Loan Group 1 or (b) the
        1A-1A,
        Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class
        2A-2B
        and Class 2A-2C Certificates with respect to Loan Group 2.

       

      “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
        Principal Distribution Amount”:
        For
        any Distribution Date, an amount equal to the excess of (x) the aggregate
        class
        principal balance of the Senior Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to December 2012, 76.250% and thereafter 81.000%
        and
        (ii) the Aggregate Collateral Balance as of the last day of the related Due
        Period (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
        (B)
        the Aggregate Collateral Balance of the Mortgage Loans as of the last day
        of the
        related Due Period (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) minus
        $24,700,000.

       

      “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”:
        Countrywide Servicing, as primary servicer 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 if such 18th
        day is
        not a Business Day, the preceding Business Day.

       

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

       

      “Servicing
        Advances”:
        With
        respect to the Servicer (including the Trustee in its capacity as successor
        Servicer), all customary, reasonable and necessary “out of pocket” costs and
        expenses (including reasonable attorneys’ fees and expenses) incurred by the
        Servicer (including the Trustee in its capacity successor Servicer) in the
        performance of its servicing obligations under the Servicing Agreement,
        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) compliance with the obligations
        under
        Article III hereof or the Servicing Agreement.

       

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

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

      “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 the Servicer and each Mortgage Loan and for any calendar month,
        the
        fee payable to the Servicer determined pursuant to the Servicing
        Agreement.

       

      “Servicing
        Fee Rate”:
        With
        respect to each Mortgage Loan, the per annum rate of 0.3750%.

       

      “Servicing
        Function Participant”:
        Any
        Subservicer, Subcontractor of the Servicer, the Custodian and the Trustee,
        respectively.

       

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

       

      “Sponsor”:
        Greenwich Capital Financial Products, Inc., in its capacity as sponsor under
        this Agreement.

       

      “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 December
        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 Servicer 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; provided
        that
        such
        Stated Principal Balance shall be increased by the amount of any Deferred
        Interest added to the outstanding Principal Balance of such Mortgage Loan
        pursuant to the terms of the related Mortgage Note. 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.

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

      “Stepdown
        Date”:
        The
        earlier to occur of (i) the first Distribution Date on which the aggregate
        Certificate Principal Balance of the Senior Certificates has been reduced
        to
        zero and (ii) the later to occur of (x) the Distribution Date occurring in
        December 2009 and (y) the first Distribution Date on which the Credit
        Enhancement Percentage (calculated for this purpose only after taking into
        account distributions of principal on the Mortgage Loans and before distribution
        of the Principal Distribution Amount to the holders of the Certificates then
        entitled to distributions of principal on such Distribution Date) is greater
        than or equal to (a) prior to the Distribution Date in December 2012, 23.750%
        and (b) on or after the Distribution Date in December 2012,
        19.000%.

       

      “Strike
        Rate”:
        With
        respect to any Distribution Date and the Yield Maintenance Agreement, the
        strike
        rate for such date set forth on Exhibit I of the Yield Maintenance
        Agreement.

       

      “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 the Servicer (or a Subservicer of the Servicer),
        the Trustee and the Custodian.

       

      “Subordinate
        Adjusted Cap Rate”:
        For
        any Distribution Date and the Subordinate Certificates, the Net WAC cap for
        such
        Distribution Date, computed for this purposes by (a) first reducing the Net
        WAC
        for Loan Group 1 by a per annum rate equal to the product of (i) the Net
        Deferred Interest for Loan Group 1 for that Distribution Date multiplied
        by (ii)
        12, divided by the Pool Collateral Balance for Loan Group 1 for such
        Distribution Date, and (b) by first reducing the Net WAC for Loan Group 2
        by a
        per annum rate equal to the product of (i) the Net Deferred Interest for
        Loan
        Group 2 for that Distribution Date multiplied by (ii) 12, divided by the
        Pool
        Collateral Balance for Loan Group 2 for such Distribution Date.

       

      “Subordinate
        Certificate”:
        Any of
        the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 or Class
        B-7 Certificates.

       

      “Subordinate
        Class Expense Share”:
        For
        each Class of Subordinate Certificates and each Accrual Period, the Subordinate
        Class Expense Share shall be allocated in reverse order of their respective
        numerical Class designations (beginning with the Class of Subordinate
        Certificates with the highest numerical Class designation) and will be an
        amount
        equal to (i) the sum of, without duplication, (a) the amounts paid to the
        Trustee from the Trust Fund during such Accrual Period pursuant to Section
        8.05
        hereof to the extent such amounts were paid for ordinary or routine expenses
        and
        were not taken into account in computing the Net Loan Rate of any Mortgage
        Loan
        and (b) amounts described in clause (y) of the definition of Available Funds
        herein to the extent such amounts were paid for ordinary or routine expenses
        and
        were not taken into account in computing the Net Loan Rate of any Mortgage
        Loan
minus
        (ii)
        amounts taken into account under clause (i) of this definition in determining
        the Subordinate Class Expense Share of any Class of Subordinate Certificates
        having a higher numeric designation. In no event, however, shall the Subordinate
        Class Expense Share for any Class of Subordinate Certificates and any Accrual
        Period exceed the product of (i) (a) the lesser of the Pass-Through Rate
        for
        such Class or the Subordinate Adjusted Cap Rate, divided
        by
        (b) 12
        and (ii) the Class Principal Amount of such Class of Subordinate Certificates
        as
        of the beginning of the related Accrual Period.

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

      “Subordinate
        Component”:
        With
        respect to each Loan Group and any Distribution Date, the excess of the sum
        of
        the related Pool Collateral 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” and “2”
appearing after the corresponding Loan Group designation is used to indicate
        a
        Subordinate Component allocable to Loan Group 1 and Loan Group 2,
        respectively.

       

      “Subsequent
        Cut-off Date”:
        With
        respect to any Subsequent Mortgage Loan, the later of (a) the first day of
        the
        month of the conveyance of such Mortgage Loan to the Trust after giving effect
        to the monthly payment on that date or (b) the date such Mortgage Loan was
        originated.

       

      “Subsequent
        Mortgage Loan”:
        Any
        Mortgage Loan, other than an Initial Mortgage Loan, conveyed to the Trust
        Fund
        pursuant to Section 2.01 hereof and a Subsequent Transfer Agreement, which
        Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered
        pursuant to this Agreement and on Schedule A to such Subsequent Transfer
        Agreement. When used with respect to a single Subsequent Transfer Date,
        Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to
        the
        Trust on that Subsequent Transfer Date.

       

      “Subsequent
        Transfer Agreement”:
        A
        Subsequent Transfer Agreement substantially in the form of Exhibit T hereto,
        executed and delivered by and among the Depositor, the Seller and the Trustee
        and acknowledged by the Servicer, as provided in Section 2.01(b)
        hereof.

       

      “Subsequent
        Transfer Date”:
        With
        respect to any Subsequent Transfer Agreement, the date the related Subsequent
        Mortgage Loans are transferred to the Trust pursuant to the related Subsequent
        Transfer Agreement.

       

      “Subservicer”:
        Any
        Person that services Mortgage Loans on behalf of the Servicer, the Trustee
        or
        the Custodian, and is responsible for the performance (whether directly or
        through subservicers or Subcontractors) of servicing functions required to
        be
        performed under this Agreement, any related Servicing Agreement or any
        subservicing 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 REMICs 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.

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      “Telerate
        Page 3750”:
        The
        display currently so designated as “Page 3750” on the Bridge Telerate Service
        (or such other page selected by the Trustee 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. 

       

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

       

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

       

      “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.

       

      “Trigger
        Event”:
        With
        respect to any Distribution Date on or after the Stepdown Date, occurs
        when:

       

      (a) the
        sum
        of the percentages obtained by dividing (x) the aggregate Stated Principal
        Balance of Mortgage Loans delinquent 60 days or more, that are in foreclosure
        or
        that are REO Properties by (y) the aggregate Stated Principal Balance of
        the
        Mortgage Loans, in each case, as of the last day of the previous three calendar
        months divided
        by
        3,
        exceeds (i) prior to the Distribution Date in December 2012, 36.84% of the
        current Credit Enhancement Percentage or (ii) on or after the Distribution
        Date
        in December 2012, 29.47% of the current Credit Enhancement Percentage;
        or

       

      (b) the
        aggregate amount of Realized Losses incurred since the Cut-off Date through
        the
        last day of the related Due Period (reduced by the aggregate amount of
        Recoveries received since the Cut-off Date through the last day of the related
        Due Period) divided
        by
        the
        aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
        Date
        exceeds the applicable percentages set forth below with respect to such
        Distribution Date:

       

      
        	
                Distribution
                  Date Occurring In

              	 	
                Percentage

              
	
                December
                  2008 - November 2009

              	 	
                0.20%
                  for the first month plus an additional 1/12th of 0.20% for each
                  month
                  thereafter

              
	
                December
                  2009 - November 2010

              	 	
                0.40%
                  for the first month plus an additional 1/12th of 0.35% for each
                  month
                  thereafter

              
	
                December
                  2010 - November 2011

              	 	
                0.75%
                  for the first month plus an additional 1/12th of 0.30% for each
                  month
                  thereafter

              
	
                December
                  2011 - November 2012

              	 	
                1.05%
                  for the first month plus an additional 1/12th of 0.40% or each
                  month
                  thereafter

              
	
                December
                  2012 - November 2013

              	 	
                1.45%
                  for the first month plus an additional 1/12th of .015% for each
                  month
                  thereafter

              
	
                December
                  2013 and thereafter

              	 	
                1.60%

              


      

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      “Trust
        Fund”:
        The
        segregated pool of assets subject hereto, constituting the primary trust
        created
        hereby and to be administered hereunder, 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 the Servicing Agreement, (vii) the Basis
        Risk Reserve Fund, the Final Maturity Reserve Fund, the Prefunding Account,
        the
        Capitalized Interest Account, the Class 2A-1A2 Yield Maintenance Account
        and the
        Class 2A-1A3 Yield Maintenance Account, (viii) the distributions made by
        the
        Administrator to the Trustee pursuant to the Yield Maintenance Allocation
        Agreement, (ix) the Financial Guaranty Insurance Policy and (x) 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”:
        Wells
        Fargo Bank, N.A., not in its individual capacity but solely as trustee, a
        national banking association, its successors and assigns, or any successor
        trustee appointed as herein provided.

       

      “Trustee
        Certification”:
        A
        certification of the Trustee substantially in the form of Exhibit
        P.

       

      “Trustee
        Fee”:
        The
        trustee shall receive as compensation for its services all investment earnings
        on amounts on deposit in the Distribution Account.

       

      “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, such Classes of Senior Certificates shall constitute an
        Undercollateralized Group.

       

      “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. 

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      “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”:
        The
        term shall have the meaning set forth in Section 7701(a)(30) of the Code or
        successor provisions.

       

      “Unpaid
        Basis Risk Shortfall”:
        For
        each Class of Offered Certificates and any Distribution Date, the aggregate
        of
        all Basis Risk Shortfalls for such Class remaining unpaid from all previous
        Distribution Dates, together with interest thereon at the applicable
        Pass-Through Rate, computed without regard to the applicable Net WAC Cap,
        but
        limited to a rate no greater than the Net Maximum Rate Cap.

       

      “Unpaid
        Interest Shortfall Amount”:
        For
        any Distribution Date and any Class of LIBOR Certificates, the sum of (i)
        the
        excess, if any, of (a) the aggregate of the Monthly Interest Distributable
        Amounts for such Class for all prior Distribution Dates over (b) the sum
        of all
        amounts distributed as interest in respect of such Class from the Interest
        Remittance Amount pursuant to Section 5.01(a)(i) and from the Yield Maintenance
        Account pursuant to Section 5.01(h)(v) or (vi), plus (ii) interest on the
        amount
        described in clause (i) at the applicable Pass-Through Rate for the related
        Accrual Period, plus (iii) any interest accrued pursuant to clause (ii) on
        prior
        Distribution Dates that remains unpaid.

       

      “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.

      


      “Voting
        Rights”:
        The
        portion of the voting rights of all of the Certificates which is allocated
        to
        any Certificate. 99% of the voting rights shall be allocated among the Classes
        of Regular 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 and 1% of the voting rights
        shall
        be allocated to the Class 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 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
        of
        each Certificate of such Class and the denominator of which is the Class
        Principal Balance of such Class; provided,
        further,
        however,
        that
        any Certificate registered in the name of the Trustee or any of its affiliates
        shall not be included in the calculation of Voting Rights; and provided,
        further,
        however,
        that
        all Voting Rights in respect of the Insured Certificates shall be allocated
        to
        the Certificate Insurer. The Class C and Class P Certificates shall have
        no
        voting rights.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

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

       

      “Yield
        Maintenance Account”:
        The
        account established and maintained by the Trustee pursuant to Section 5.12,
        which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., in
        trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage
        Loan
        Pass-Through Certificates, Series 2006-12” and which must be an Eligible
        Account.

       

      “Yield
        Maintenance Agreement”:
        The
        interest rate cap agreement for the benefit of the LIBOR Certificates by
        and
        between the Yield Maintenance Provider and the Administrator, on behalf of
        the
        Yield Maintenance Trust, including the ISDA Master Agreement between the
        Yield
        Maintenance Provider and the Administrator, the schedule thereto and the
        related
        confirmation (Ref. No. FXHMLT612A), dated as of December 13, 2006 attached
        as
        Exhibit W hereto. The Yield Maintenance Agreement shall be an asset of the
        Yield
        Maintenance Trust and not of the Trust Fund or any REMIC.

       

      “Yield
        Maintenance Allocation Agreement”:
        The
        allocation agreement dated December 13, 2006, among the Administrator, the
        Trustee and the Sponsor, a copy of which is attached hereto as Exhibit
        V.

       

      “Yield
        Maintenance Distributable Amount”:
        With
        respect to each Distribution Date and the LIBOR Certificates, an amount equal
        to
        the product of (i) the excess, if any, of (x) LIBOR, subject to the applicable
        strike rate cap set forth on Schedule I to the Yield Maintenance Agreement
        over
        (y) the applicable Strike Rate, (ii) the related Yield Maintenance Notional
        Balance and (iii) a fraction, the numerator of which is the actual number
        days
        in the related interest Accrual Period and the denominator of which is
        360.

       

      “Yield
        Maintenance Notional Balance”:
        For
        any Distribution Date, the lesser of (i) the amount set forth on Schedule
        I to
        the Yield Maintenance Agreement and (ii) the aggregate Class Principal Balance
        of the LIBOR Certificates.

       

      “Yield
        Maintenance Payment Amount”:
        With
        respect to each Distribution Date, an amount equal to the sum of the amounts
        described in Sections 5.01(h)(i) through (vii).

       

      “Yield
        Maintenance Provider”:
        Bear
        Stearns Financial Products Inc., its successors and assigns or any successor
        Yield Maintenance Provider.

       

      “Yield
        Maintenance Trust”:
        The
        trust created pursuant to the Yield Maintenance Allocation Agreement and
        designated as the “Yield Maintenance Trust,” the corpus of which shall consist
        of the Yield Maintenance Trust Account, the Yield Maintenance Agreement and
        the
        Collateral Account,, but which is not an asset of the Trust Fund or any
        REMIC.

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

      “Yield
        Maintenance Trust Account”:
        The
        account, relating to the Yield Maintenance Agreement, established by the
        Trustee
        pursuant to Section 5.11 and maintained by the Administrator pursuant to
        the
        Yield Maintenance Allocation Agreement and which must be an Eligible Account.
        The Yield Maintenance Trust Account is an asset of the Yield Maintenance
        Trust
        and not of the Trust Fund or any REMIC.

       

      
        	 	
                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.

                


        

         

        (a) 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 and the Certificate Insurer 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 Initial Cut-off Date
          and
          all collections in respect of interest and principal due after the Initial
          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
          to 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; (vi) any
          such
          amounts as may be deposited into and held by the Trustee in the Prefunding
          Account and the Capitalized Interest Account, and (vii) all other assets
          included or to be included in the Trust Fund; provided,
          that
          such assignment shall not include any Servicing Rights with respect to
          the
          Mortgage Loans. Such assignment includes all interest and principal due
          to the
          Depositor after the Cut-off Date with respect to the Mortgage Loans. In
          exchange
          for such transfer and assignment, the Depositor shall receive the
          Certificates.

         

        It
          is
          acknowledged and agreed that the Trustee hereunder shall also serve as
          the
          Administrator under the Yield Maintenance Allocation Agreement, the Class
          2A-1A2
          Yield Maintenance Agreement and the Class 2A-1A3 Yield Maintenance Agreement.
          The Depositor hereby directs the Administrator to execute, deliver and
          perform
          its obligations under the Yield Maintenance Allocation Agreement, the Yield
          Maintenance Agreement, the Class 2A-1A2 Yield Maintenance Agreement and
          the
          Class 2A-1A3 Yield Maintenance Agreement, not in its individual capacity,
          but
          solely as Administrator on behalf of the Yield Maintenance Trust. Every
          provision of this Agreement relating to the conduct or affecting the liability
          of or affording protection or indemnification to the Trustee shall apply
          to the
          Administrator’s execution and performance of its duties and obligations under
          the Yield Maintenance Allocation Agreement, the Yield Maintenance Agreement,
          the
          Class 2A-1A2 Yield Maintenance Agreement and the Class 2A-1A3 Yield Maintenance
          Agreement.

         

        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        

        The
          Depositor hereby directs the Trustee to execute, not in its individual
          capacity,
          but solely as Trustee on behalf of the Trust Fund, the Yield Maintenance
          Allocation Agreement and perform its duties and obligations
          thereunder.

         

        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
          Agreement (other than the right to terminate the Servicer for an Event
          of
          Default under Section 14.01(ix) of the Servicing Agreement) to the extent
          assigned in the Mortgage Loan Purchase Agreement. The Depositor hereby
          expressly
          retains and does not delegate the right to terminate the Servicer for an
          Event
          of Default pursuant to Section 14.01(ix) of the Servicing 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 the 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
          the
          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, (i) the Depositor directs
          the
          Trustee to appoint The Bank of New York as Custodian, and (ii) the Seller,
          on
          behalf of the Depositor, does hereby deliver on the Closing Date, unless
          otherwise specified in this Section 2.01 or the Custodial Agreement, 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 Wells Fargo
          Bank, N.A., as Trustee for HarborView Mortgage Loan Trust Mortgage Loan
          Pass-Through Certificates, Series 2006-12, 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;

         

        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

        

        (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, together with an Officer’s Certificate of the
          Seller certifying that the copy of such Mortgage delivered to the Trustee
          (or
          its Custodian) is a true copy 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, in form and substance acceptable for recording. The Mortgage
          shall
          be assigned to “Wells Fargo Bank, N.A., as Trustee for HarborView Mortgage Loan
          Trust Mortgage Loan Pass-Through Certificates, Series 2006-12, without
          recourse;”

         

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

         

        (viii) with
          respect to any Cooperative Loan, the Cooperative Loan Documents.

         

        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        

        In
          connection with the assignment of any MERS Mortgage Loan, the Seller agrees
          that
          it will take (or shall cause the Servicer to take), at the expense of the
          Seller
          (with the cooperation of the Depositor and the Trustee), 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 (or any Subsequent Transfer 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 2006-12.
          Notwithstanding anything herein to the contrary, the Trustee is 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 Custodian) the related Cooperative
          Loan
          Documents and the Seller shall take (or cause the Servicer to take), at
          the
          expense of the Seller (with the cooperation of the Depositor and the Trustee)
          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 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 Servicer to properly record), at the expense of the
          Seller
          (with the cooperation of the Depositor and the Trustee, or the Custodian
          on
          behalf of the Trustee), 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 (for the Custodian) agrees to execute and deliver to the Depositor
          and
          the Certificate Insurer and to the Trustee if delivered by the Custodian
          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.

         

        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        

        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
          (a)
          Initial Mortgage Loans (if any) that have been prepaid in full after the
          Cut-off
          Date and prior to the Closing Date or (b) Subsequent Mortgage Loans (if
          any)
          that have been prepaid in full after the applicable Subsequent Cut-off
          Date and
          prior to the applicable Transfer Date, in lieu of the Seller delivering
          the
          above documents, the Servicer shall deliver to the Trustee, or to the Custodian
          on behalf of the Trustee, prior to the first Distribution Date, 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
          Servicer in trust for the Trustee, for the benefit of the Trust Fund, the
          Certificateholders and the Certificate Insurer.

         

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

         

        (b) The
          Depositor, concurrently with the execution and delivery hereof, does hereby
          transfer, assign, sets over and otherwise convey to the Trustee without
          recourse
          for the benefit of the Certificateholders and the Certificate Insurer all
          the
          right, title and interest of the Depositor, including any security interest
          therein for the benefit of the Depositor, in and to each Subsequent Mortgage
          Loan included on the Mortgage Loan Schedule, including the related Cut-off
          Date
          Principal Balance, all interest due thereon after the Subsequent Cut-off
          Date
          and all collections in respect of interest and principal due after the
          Subsequent 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 Subsequent 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 Subsequent 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 after the Subsequent Cut-off Date with respect to the Subsequent
          Mortgage Loans.

         

        Upon
          three Business Days’ prior written notice to the Trustee, the Servicer and the
          Rating Agencies, on any Business Day designated by the Depositor during
          the
          Prefunding Period, the Depositor, the Seller, the Trustee and the Servicer
          shall
          complete, execute and deliver a Subsequent Transfer Agreement so long as
          no
          Rating Agency has provided notice that the execution and delivery of such
          Subsequent Transfer Agreement will result in a reduction or withdrawal
          of the
          ratings assigned to the Certificates on the Closing Date (without regard
          to the
          Certificate Insurance Policy).

         

        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        

        The
          transfer of Subsequent Mortgage Loans and the other property and rights
          relating
          to them on a Subsequent Transfer Date is subject to the satisfaction of
          each of
          the following conditions:

         

        
          	 	
                  (i)

                	
                  each
                    Subsequent Mortgage Loan conveyed on such Subsequent Transfer
                    Date
                    satisfies the representations and warranties applicable to it
                    under this
                    Agreement and under the applicable Reconstitution Agreement as
                    of the
                    applicable Subsequent Transfer Date; provided,
                    however,
                    that with respect to a breach of a representation and warranty
                    with
                    respect to a Subsequent Mortgage Loan, the obligation under Section
                    2.03
                    of this Agreement of the Seller or Originator, as applicable,
                    to cure,
                    repurchase or replace such Subsequent Mortgage Loan shall constitute
                    the
                    sole remedy against the Seller or Originator, as applicable,
                    respecting
                    such breach available to Certificateholders, the Depositor or
                    the
                    Trustee;

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    Trustee, the Certificate Insurer and the Rating Agencies are
                    provided with
                    an Opinion of Counsel or Opinions of Counsel, at the expense
                    of the
                    Depositor, with respect to the qualification of each REMIC created
                    pursuant to this Agreement as a REMIC, to be delivered as provided
                    pursuant to this Section 2.01(b);

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    Rating Agencies, the Certificate Insurer and the Trustee are
                    provided with
                    an Opinion of Counsel or Opinions of Counsel, at the expense
                    of the
                    Depositor, with respect to the characterization of the transfer
                    of the
                    Subsequent Mortgage Loans conveyed on such Subsequent Transfer
                    Date as a
                    sale, to be delivered as provided pursuant to this Section
                    2.01(b);

                


        

         

        
          	 	
                  (iv)

                	
                  the
                    execution and delivery of such Subsequent Transfer Agreement
                    or conveyance
                    of the related Subsequent Mortgage Loans does not result in a
                    reduction or
                    withdrawal of any ratings assigned to the Certificates on the
                    Closing Date
                    by the Rating Agencies (without regard to the Certificate Insurance
                    Policy);

                


        

         

        
          	 	
                  (v)

                	
                  each
                    Subsequent Mortgage Loan may not be 30 or more days contractually
                    delinquent as of its Subsequent Transfer
                    Date;

                


        

         

        
          	 	
                  (vi)

                	
                  each
                    Subsequent Mortgage Loan may not have a final maturity date later
                    than
                    March 2046;

                


        

         

        
          	 	
                  (vii)

                	
                  each
                    Subsequent Mortgae Loan will be an adjsutable rate Mortgage Loan,
                    with a
                    Loan Rate determined by the MTA
                    Index;

                


        

         

        
          	 	
                  (viii)

                	
                  the
                    remaining term to stated maturity of each Subsequent Mortgage
                    Loan will
                    not exceed 40 years;

                


        

         

        
          	 	
                  (ix)

                	
                  each
                    Subsequent Mortgage Loan will have an LTV ratio not greater than
                    100.0%;

                


        

         

        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        

        
          	 	
                  (x)

                	
                  each
                    Subsequent Mortgage Loan will have a Stated Principal Balance
                    not greater
                    than $2,500,000;

                


        

         

        
          	 	
                  (xi)

                	
                  each
                    Subsequent Mortgage Loan will have a first payment date no later
                    than
                    April 1, 2007;

                


        

         

        
          	 	
                  (xii)

                	
                  each
                    Subsequent Mortgage Loan will have a margin equal to, or in excess
                    of,
                    0.80% per annum;

                


        

         

        
          	 	
                  (xiii)

                	
                  no
                    Subsequent Mortgage Loan will be subject to the Homeownership
                    and Equity
                    Protection Act of 1994 or any comparable state or local law;
                    

                


        

         

        
          	 	
                  (xiv)

                	
                  each
                    Subsequent Mortgage Loan will be a valid, existing and enforceable
                    first
                    lien on the Mortgaged Property;

                


        

         

        
          	 	
                  (xv)

                	
                  the
                    aggregate pool of Subsequent Mortgage Loans is acceptable to
                    the Rating
                    Agencies by a prior written
                    communication;

                


        

         

        
          	 	
                  (xvi)

                	
                  each
                    Subsequent Mortgage Loan will have been originated by Countrywide
                    in
                    accordance with the same underwriting guidelines used by Countrywide
                    in
                    the origination of the Initial Mortgage
                    loans;

                


        

         

        
          	 	
                  (xvii)

                	
                  following
                    the purchase of such Subsequent Mortgage Loans by the Trust,
                    the Mortgage
                    Loans, including the Subsequent Mortgage Loans, will have the
                    following
                    characteristics as of their respective Subsequent Cut-off
                    Dates:

                


        

         

        with
          respect to Loan Group 1:

         

        
          	
                	(1)	
                  a
                    weighted average margin of not less than 3.320% per
                    annum;

                


        

         

        
          	 	
                  (2)

                	
                  a
                    weighted average remaining term to stated maturity of less than
                    402
                    months;

                


        

         

        
          	 	
                  (3)

                	
                  a
                    weighted average original LTV ratio of not more than
                    77.00%;

                


        

         

        
          	 	
                  (4)

                	
                  a
                    weighted average credit score of not less than 698;
                    and

                


        

         

        
          	 	
                  (5)

                	
                  no
                    more than 32.00% of the Group 1 Mortgage Loans, by Cut-off Date
                    Collateral
                    Balance, will relate to non-owner occupied
                    properties.

                


        

         

        with
          respect to Loan Group 2:

         

        
          	
                	(1)	
                  a
                    weighted average margin of not less than 3.300% per
                    annum;

                


        

         

        
          	 	
                  (2)

                	
                  a
                    weighted average remaining term to stated maturity of less than
                    402
                    months;

                


        

         

        
          	 	
                  (3)

                	
                  a
                    weighted average original LTV ratio of not more than
                    77.00%;

                


        

         

        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        

        
          	 	
                  (4)

                	
                  a
                    weighted average credit score of not less than 704;
                    and

                


        

         

        
          	 	
                  (5)

                	
                  no
                    more than 16.00% of the Group 2 Mortgage Loans, by Cut-off Date
                    Collateral
                    Balance, will relate to non-owner occupied
                    properties.

                


        

         

        
          	 	
                  (xviii)

                	
                  neither
                    the Seller nor the Depositor shall be insolvent or shall be rendered
                    insolvent as a result of such
                    transfer;

                


        

         

        
          	 	
                  (xix)

                	
                  no
                    Event of Default has occurred
                    hereunder;

                


        

         

        
          	 	
                  (xx)

                	
                  the
                    Depositor shall have delivered to the Trustee an Officer’s Certificate
                    confirming the satisfaction of each of these conditions precedent;
                    and

                


        

         

        
          	 	
                  (xxi)

                	
                  each
                    Mortgage Loan constitutes a “qualified mortgage” within the meaning of
                    Section 860G(a)(3) of the Code.

                


        

         

        Notwithstanding
          the foregoing, the aggregate characteristics of the Subsequent Mortgage
          Loans at
          the end of the Prefunding Period shall be substantially the same as the
          aggregate characteristics of the Initial Mortgage Loans as of the Initial
          Cut-off Date.

        


        Upon
          (1)
          delivery to the Trustee by the Depositor of the Opinions of Counsel referred
          to
          in this Section 2.01(b), (2) delivery to the Trustee by the Depositor of
          a
          revised Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
          conveyed
          on such Subsequent Transfer Date and the related Subsequent Mortgage Loans,
          (3)
          delivery to the Custodian of the related Mortgage Files and receipt by
          the
          Trustee and the Certificate Insurer of acknowledgment of receipt and (4)
          delivery to the Trustee by the Depositor of an Officer’s Certificate confirming
          the satisfaction of each of the conditions precedent set forth above in
          this
          Section 2.01(b), the Trustee shall remit to the Depositor the Aggregate
          Subsequent Transfer Amount related to the Subsequent Mortgage Loans transferred
          by the Depositor on such Subsequent Transfer Date from funds in the Prefunding
          Account.

         

        The
          Trustee shall not be required to investigate or otherwise verify compliance
          with
          the conditions set forth in the preceding paragraph, except for its own
          receipt
          of documents specified above, and shall be entitled to rely on the required
          Officer’s Certificate.

         

        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, by execution and delivery hereof, acknowledges receipt by it or
          by the
          Custodian on its behalf of the Mortgage Files pertaining to the Mortgage
          Loans
          listed on the Mortgage Loan Schedule, subject to review thereof by the
          Custodian
          on behalf of the Trustee and declares that it holds or will hold all other
          assets included in the definition of “Trust Fund” in trust for the exclusive use
          and benefit of all present and future Certificateholders and the Certificate
          Insurer.

         

        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        

        The
          Trustee (or the Custodian on behalf of the Trustee) shall, for the benefit
          of
          the Certificateholders and the Certificate Insurer, review each Mortgage
          File
          delivered to it and to certify and deliver to the Depositor, the Seller,
          any
          NIMS Insurer 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 delivered to 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 (xv) 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 and the Custodian on its behalf are 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.

         

        No
          later
          than 180 days after the Closing Date, the Trustee (or the Custodian on
          behalf of
          the Trustee) shall deliver to the Depositor, any NIMS Insurer 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 Custodian as its designated agent) shall promptly notify
          the
          Certificate Insurer, 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 or the Certificate
          Insurer 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. 

         

        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        

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

         

        The
          Trustee (or the Custodian on behalf of the Trustee) shall, for the benefit
          of
          the Certificateholders, review each Mortgage File delivered to it for the
          Subsequent Mortgage Loans and to certify and deliver to the Depositor,
          the
          Seller and the Rating Agency an interim certification in substantially
          the form
          attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer
          Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan
          Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent
          Mortgage Loan specifically identified in the exception report annexed thereto
          as
          not being covered by such certification), (i) all documents required to be
          delivered to 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 Subsequent 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 and the Custodian on its behalf are
          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.

         

        No
          later
          than 90 days after each Subsequent Transfer Date, the Trustee or the Custodian
          on behalf of the Trustee shall deliver to the Depositor and the Seller
          a final
          certification in the form annexed hereto as Exhibit G-3 (or a substantially
          similar form) evidencing the completeness of the Mortgage Files, with any
          applicable exceptions noted thereon.

         

        If,
          in
          the course of such review of the Mortgage Files relating to the Subsequent
          Mortgage Loans, the Custodian finds any document constituting a part of
          a
          Mortgage File which does not meet the requirements of Section 2.01(b), the
          Trustee shall cause the Custodian to list such as an exception in the Final
          Certification; provided,
          however,
          that
          the Trustee shall not make any determination as to whether (i) any
          endorsement is sufficient to transfer all right, title and interest of
          the party
          so endorsing, as noteholder or assignee thereof, in and to that Mortgage
          Note or
          (ii) any assignment is in recordable form or is sufficient to effect the
          assignment of and transfer to the assignee thereof under the mortgage to
          which
          the assignment relates. The Seller or Originator, as applicable, shall
          cure any
          such defect or repurchase or substitute for any such Mortgage Loan in accordance
          with this Section 2.02.

         

        
          	 	
                  SECTION
                    2.03.

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

                


        

         

        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        

        (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
          Originator of any representation, warranty or covenant under the 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
          or
          the Certificate Insurer, the Trustee shall promptly notify the Originator
          of
          such defect, missing document or breach and request that the Originator
          deliver
          such missing document or cure such defect or breach within 90 days from
          the date
          that the Originator was notified of such missing document, defect or breach,
          and
          if the Originator does not deliver such missing document or cure such defect
          or
          breach in all material respects during such period, the Trustee shall enforce
          the Originator’s obligation under the Purchase Agreement and cause the
          Originator to repurchase that Mortgage Loan from the Trust Fund at the
          Repurchase Price (as defined in the 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 Originator to cure or
          to
          repurchase or to substitute for (or, with respect to any costs and damages
          incurred by the Trust Fund in connection with any violation of any
          anti-predatory or anti-abusive lending laws, indemnify 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 Originator respecting such omission,
          defect or breach available to the Trustee or any NIMS Insurer on behalf
          of the
          Certificateholders.

         

        (b) Upon
          discovery or receipt of written notice that a document does not comply
          with the
          requirements of Section 2.01 hereof, or that a document is missing from,
          a
          Mortgage File or 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 or the Certificate Insurer, the Trustee (or the Custodian
          on
          behalf of the Trustee) shall promptly notify the Seller of such noncompliance,
          missing document or breach and request that the Seller deliver such missing
          document or cure such noncompliance or breach within 90 days from the date
          that
          the Seller was notified of such missing document, noncompliance or breach,
          and
          if the Seller does not deliver such missing document or cure such noncompliance
          or 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. 

         

        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        

        (c) The
          Purchase Price or Repurchase Price (as defined in the 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 Originator’s obligation to
          repurchase such Mortgage Loan arises. The Trustee, upon receipt of written
          certification from the Seller or the Originator of the related deposit
          in the
          Distribution Account, shall cause the Custodian to release to the Seller
          or the
          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 Originator, as applicable, shall furnish
          to it
          and as shall be necessary to vest in the Seller or the Originator, as
          applicable, any Mortgage Loan released pursuant hereto and the Trustee
          and the
          Custodian shall have no further responsibility with regard to such Mortgage
          File
          (it being understood that the Trustee and the Custodian 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 (or,
          with respect to any costs and damages incurred by the Trust Fund in connection
          with any violation of any anti-predatory or anti-abusive lending laws,
          indemnify
          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.

         

        (d) Notwithstanding
          anything to the contrary set forth above, with respect to any breach by
          the
          Seller of a representation or warranty made by the Seller herein or in
          the
          Mortgage Loan Purchase Agreement that materially and adversely affects
          the value
          of a Mortgage Loan or the Mortgage Loans or the interest therein of the
          Certificateholders or the Certificate Insurer, if the Seller would not
          be in
          breach of such representation or warranty but for a breach by the Originator
          of
          a representation and warranty made by the Originator in the Servicing Agreement,
          then the Originator thereunder, in the manner and to the extent set forth
          therein, and not the Seller, shall be required to remedy such breach.
In
          addition to such repurchase or substitution obligation, the Seller shall
          indemnify the Trust Fund and hold it harmless against any losses, damages,
          penalties, fines, forfeitures, reasonable and necessary legal fees and
          related
          costs, judgments, and other costs and expenses resulting from any claim,
          demand,
          defense or assertion based on or grounded upon, or resulting from, a breach
          of
          the Seller’s representations and warranties contained in Section
          2.04.

         

        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).

         

        (e) 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 Servicer to take), at the
          expense of the Seller (with the cooperation of the Depositor and the Trustee),
          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.

         

        
          
            
            

          

          
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        (f) [Reserved].

         

        (g) 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. With respect
          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 Custodian, on behalf of 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 Custodian, on behalf of 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 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 Custodian, on behalf of the Trustee, shall deliver to
          the
          Seller 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. 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.

         

        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 Trustee
          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.

         

        
          
            
            

          

          
            71

            
              

            

          

          
            
            

          

        

        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.

         

        (h) Upon
          discovery by the Seller, 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(c), 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.

         

        (i) 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 Originator under the 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 or the Certificate Insurer, 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 and the Certificate Insurer as of the
          Closing Date with respect to the Initial Mortgage Loans and as of the applicable
          Subsequent Transfer Date with respect to any Subsequent Mortgage
          Loan:

         

        (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;

         

        
          
            
            

          

          
            72

            
              

            

          

          
            
            

          

        

        (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 then current Standard & Poor’s LEVELS® Glossary Revised,
          Appendix E). In addition, no Mortgage Loan originated on or after October
          1,
          2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;
          

         

        (iii) With
          respect to each representation and warranty with respect to any Mortgage
          Loan
          made by the Originator in the 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;
          and

         

        (iv) Each
          Group 1 Mortgage Loan has an original principal balance that conforms to
          Freddie
          Mac guidelines in effect as of the Closing Date.

         

        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
          Certificate Insurer 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 or the Certificate Insurer 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.

         

        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 and the Certificate
          Insurer notwithstanding any restrictive or qualified endorsement or assignment.
          Upon discovery by any of the Depositor, the Seller, the Certificate Insurer
          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 or the Certificate Insurer,
          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 (or,
          with
          respect to any costs and damages incurred by the trust fund in connection
          with
          any violation of any anti-predatory or anti-abusive lending laws, indemnify
          for)
          a related Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement
          constitute the sole remedies available to the Certificateholders, any NIMS
          Insurer or to the Trustee on their behalf respecting a breach of the
          representations and warranties incorporated in this Section 2.04.

         

        
          
            
            

          

          
            73

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    2.05.

                	
                  [Reserved].

                


        

         

        
          	 	
                  SECTION
                    2.06.

                	
                  Representations
                    and Warranties of the
                    Depositor.

                


        

         

        The
          Depositor represents and warrants to the Trust Fund, any NIMS Insurer,
          the
          Certificate Insurer and the Trustee on behalf of the Certificateholders
          and the
          Certificate Insurer 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;

         

        
          
            
            

          

          
            74

            
              

            

          

          
            
            

          

        

        (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 or to the Custodian 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 Trustee, 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.

         

        
          
            
            

          

          
            75

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    2.08.

                	
                  Representations
                    and Warranties of the Seller.

                


        

         

        The
          Seller hereby represents and warrants to the Trustee on behalf of the
          Certificateholders and the Certificate Insurer 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.

         

        
          
            
            

          

          
            76

            
              

            

          

          
            
            

          

        

        (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 Certificate Insurer, 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. The Seller shall, within 30 days after the Closing Date, provide
          the
          Trustee, the Servicer, the Certificate Insurer and the Depositor a complete
          list
          of each party to the HarborView Mortgage Loan Trust 2006-12
          transaction.

         

        
          
            
            

          

          
            77

            
              

            

          

          
            
            

          

        

        ARTICLE
          III

         

        ADMINISTRATION
          OF THE MORTGAGE LOANS

         

        
          	 	
                  SECTION
                    3.01.

                	
                  Servicing
                    of the Mortgage Loans. 

                


        

         

        The
          Servicer will service the Mortgage Loans pursuant to the terms of the Servicing
          Agreement. The Depositor hereby directs the Trustee to execute the Reconstituted
          Servicing Agreement. 

         

        
          	 	
                  SECTION
                    3.02.

                	
                  REMIC-Related
                    Covenants.

                


        

         

        For
          as
          long as each REMIC created hereunder shall exist, the Trustee shall act
          in
          accordance herewith to treat each such REMIC as a REMIC, and the Trustee
          shall
          comply with any directions of the Depositor or the Servicer to assure such
          continuing treatment. In particular, the Trustee 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
          the
          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 the Servicing Agreement,
          as applicable, accept any contribution to any REMIC after the Startup Day
          without receipt of a REMIC Opinion.

         

        
          	 	
                  SECTION
                    3.03.

                	
                  Release
                    of Mortgage Files.

                


        

         

        (a) Upon
          becoming aware of the payment in full of any Mortgage Loan, or the receipt
          by
          the 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 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
          Servicing Account maintained by the Servicer pursuant to Section 4.01 or
          by the
          Servicer pursuant to the 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 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 Servicer,
          the
          Trustee and the Custodian shall have no further responsibility with regard
          to
          such Mortgage File. Upon any such payment in full, the 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 Servicing Account.

         

        
          
            
            

          

          
            78

            
              

            

          

          
            
            

          

        

        (b) From
          time
          to time and as appropriate for the servicing or foreclosure of any Mortgage
          Loan
          and in accordance with the Servicing Agreement, the Trustee shall execute
          such
          documents as shall be prepared and furnished to the Trustee by the 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 the 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. Such trust receipt
          shall
          obligate the Servicer to return the Mortgage File to the Trustee (or the
          Custodian on behalf of the Trustee) when the need therefor by the 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.

         

        
          	 	
                  SECTION
                    3.04.

                	
                  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 Trustee and the 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 Trustee
          and
          the Depositor, a report on such party’s 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 3.07(b), 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 Form 10-K
          is
          required to be filed, the Custodian shall forward to the Trustee 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. When the Custodian
          and any Servicing Function Participant engaged by them submit their assessments
          to the Trustee and Depositor, such parties will also at such time include
          the
          assessment (and attestation pursuant to subsection (b) of this Section
          3.04) of
          each Servicing Function Participant engaged by it.

         

        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        

        (iii) Promptly
          after receipt of each such report on assessment of compliance, the Depositor
          shall review each such report and, if applicable, consult with the Trustee,
          the
          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.

         

        (iv) The
          Trustee 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 Depositor pursuant to this
          Section.

         

        (v) In
          the
          event the Trustee, the Servicer, the 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 3.04(a) or
          to such
          other applicable agreement with respect to the period of time it was subject
          to
          this Agreement or any applicable subservicing 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 Trustee and the 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 Trustee, the Custodian 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 Trustee
          and
          the Depositor, to the effect that (i) it has obtained a report on assessment
          of
          compliance with the Relevant Servicing Criteria 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. 

         

        
          
            
            

          

          
            80

            
              

            

          

          
            
            

          

        

        (ii) Promptly
          after receipt of each such assessment of compliance and attestation report
          the
          Trustee and the Depositor shall confirm that each assessment submitted
          pursuant
          to subsection (a) of this Section 3.04 is coupled with an attestation meeting
          the requirements of this Section and notify the Depositor of any
          exceptions.

         

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

         

        (iv) In
          the
          event the Trustee, the Custodian, the 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 3.04(b) with respect to the period
          of time
          it was subject to this Agreement or any applicable subservicing agreement,
          notwithstanding any such termination, assignment or resignation.

         

        (v) The
          Trustee’s and the Custodian’s obligation to provide assessments of compliance
          and attestations under this Section 3.04 shall terminate upon the filing
          of a
          Form 15 suspension notice on behalf of the Trust Fund.

         

        (c) The
          Trustee’s obligation to provide assessments of compliance and attestations under
          this Section 3.04 shall terminate when the Trust Fund is no longer required
          to
          file reports pursuant to Section 15(d) of the Exchange Act.

         

        
          	 	
                  SECTION
                    3.05.

                	
                  Enforcement
                    of Regulation AB Deliverables.

                


        

         

        If
          the
          Servicer or any Servicing Function Participant engaged by it fails to deliver
          any certifications, assessments, attestations or statements of compliance
          to the
          Trustee within the time specified in the Servicing Agreement, the Trustee
          shall
          notify the Servicer or any such Servicing Function Participant in writing
          of
          such failure, with a copy of such notice to be delivered to the Seller
          and the
          Depositor. If at the end of the applicable cure period the Servicer or
          any
          Servicing Function Participant has failed to deliver any of the required
          certifications, assessments, attestations or statements of compliance,
          the
          Trustee shall notify the Seller and the Depositor of such failure to deliver
          the
          required certifications, assessments, attestations or statements of compliance
          pursuant to the Servicing Agreement.

         

        
          	 	
                  SECTION
                    3.06.

                	
                  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 Trustee and the 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”) in the form
          of Exhibit M-1 hereto (or, in the case of the Trustee, the form attached
          hereto
          as Exhibit M-2) 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 Depositor shall serve as the
          Certifying Person on behalf of the Trust Fund. Such officer of the Certifying
          Person can be contacted by facsimile at (203) 618-2596. 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 3.06 with
          respect to the period of time it was subject to this Agreement or any applicable
          subservicing agreement, as the case may be.

         

        
          
            
            

          

          
            81

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    3.07.

                	
                  Reports
                    Filed with Securities and Exchange
                    Commission.

                


        

         

        The
          Trustee shall reasonably cooperate with the Depositor in connection with
          the
          Trust Fund’s satisfying the reporting requirements under the Exchange
          Act.

         

        (a) Reports
          Filed on Form 10-D.

         

        (i) Within
          15
          days after each Distribution Date (subject to permitted extensions under
          the
          Exchange Act), the Trustee 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 Trustee shall file each Form 10-D with a copy of
          the
          related Distribution Date Statement. 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 responsible parties
          set forth on Exhibit O to the Trustee and Depositor and directed and approved
          by
          the Depositor pursuant to the following paragraph and the Trustee 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.

         

        (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 2006-12 transaction
          shall be required to provide to the Trustee, the Depositor and McKee Nelson
          LLP,
          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 Trustee 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 Trustee in
          connection with including any Additional Form 10-D Disclosure in Form 10-D
          pursuant to this paragraph.

         

        
          
            
            

          

          
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        (iii) After
          preparing the Form 10-D, the Trustee shall, no later than 10 calendar days
          after
          the Distribution Date, forward electronically a copy of the Form 10-D to
          the
          Depositor and McKee Nelson LLP. Within two Business Days after receipt
          of such
          copy, but no later than the 12th calendar day after the Distribution Date
          (or
          the next succeeding Business Day), (i) the Depositor shall notify the Trustee
          in
          writing of any changes to or approval of such Form 10-D and (ii) an officer
          of
          the Depositor shall execute the Form 10-D and return an electronic or fax
          copy
          of such executed Form 10-D (with an original executed hard copy to follow
          by
          overnight mail). Upon receipt of the executed Form 10-D and in the absence
          of
          receipt of any written changes or approval, the Trustee shall be entitled
          to
          assume that such Form 10-D is in final form the Trustee may proceed with
          the
          filing of 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 Trustee will follow the procedures
          set
          forth in subsection (d)(ii) of this Section 3.07. Promptly (but no later
          than 1
          Business Day) after filing with the Commission, the Trustee will make available
          on its internet website a final executed copy of each Form 10-D filed by
          the
          Trustee. Each party to this Agreement acknowledges that the performance
          by the
          Depositor and the Trustee of their respective duties under this Section
          3.07(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 3.07(a). The Trustee shall
          have
          no liability for any loss, expense, damage, claim arising out of or with
          respect
          to any failure to properly prepare and/or timely file such Form 10-D, where
          such
          failure results from the Trustee’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, and for any erroneous, inaccurate
          or
          incomplete information or certification provided to the Trustee, not resulting
          from its own negligence, bad faith or willful misconduct.

         

        (iv) Form
          10-D
          requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days.” At the date of the filing of each
          report on Form 10-D with respect to the Trust Fund, the Depositor shall
          be
          deemed to represent to the Trustee that, as of such date, the Depositor
          has
          filed all such required reports during the preceding 12 months and that
          it has
          been subject to such filing requirement for the past 90 days. The Depositor
          shall notify the Trustee in writing, no later than the fifth calendar day
          after
          the related Distribution Date with respect to the filing of a report on
          Form
          10-D if the answer to the questions should be “no.” The Trustee shall be
          entitled to rely on such representations in preparing and/or filing any
          such
          report.

         

        (b) Reports
          Filed on Form 10-K.

         

        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

        

        (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 Trustee 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 Trustee within the applicable time
          frames
          set forth in this Agreement and the Servicing Agreement, (i) an annual
          compliance statement for the Servicer and any Servicing Function Participant
          engaged by such parties (with each of the Trustee and the Custodian, a
          “Reporting Servicer”) as described under Section 3.05 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 3.04(a),
          and
          (B) if any Reporting Servicer’s report on assessment of compliance with
          servicing criteria described under Section 3.04(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 3.04(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 3.04(b), and (B) if any registered public accounting firm
          attestation report described under Section 3.04(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 3.06; provided,
          however,
          that
          the Trustee and the Depositor, at their 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 responsible parties set forth on Exhibit O to the Depositor
          and Trustee and directed and approved by the Depositor pursuant to the
          following
          paragraph and the Trustee 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 R 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 2006-12 transaction shall be required to provide to
          the
          Trustee 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 Trustee 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 Trustee in connection with including any Additional
          Form 10-K Disclosure in Form 10-K pursuant to this paragraph.

         

        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        

        (iii) After
          preparing the Form 10-K, the Trustee shall forward electronically a copy
          of the
          Form 10-K to the Depositor and McKee Nelson LLP. Within three Business
          Days
          after receipt of such copy, but no later than March 25th,
          (i) the
          Depositor shall notify the Trustee in writing of any changes to or approval
          of
          such Form 10-K and (ii) an officer of the Depositor shall execute the Form
          10-K
          and return an electronic or fax copy of such executed Form 10-K (with an
          original executed hard copy to follow by overnight mail). Upon receipt
          of the
          executed Form 10-K and in the absence of receipt of any written changes
          or
          approval, the Trustee shall be entitled to assume that such Form 10-K is
          in
          final form and the Trustee may proceed with the filing of the 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 Trustee will follow the procedures set forth in subsection
          (d)(ii)
          of this Section 3.07. Promptly (but no later than 1 Business Day) after
          filing
          with the Commission, the Trustee will make available on its internet website
          a
          final executed copy of each Form 10-K filed by the Trustee. The parties
          to this
          Agreement acknowledge that the performance by the Depositor and the Trustee
          of
          its duties under this Section 3.07(b) related to the timely preparation,
          execution and filing of Form 10-K is contingent upon such parties (and
          any
          Servicing Function Participant) strictly observing all applicable deadlines
          in
          the performance of their duties under this Section 3.07(b), Section 3.06,
          Section 3.05, Section 3.04(a) and Section 3.04(b). Neither the Servicer
          nor the
          Trustee 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 Trustee’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,
          and for
          any erroneous, inaccurate or incomplete information or certification provided
          to
          the Trustee, not resulting from its own negligence, bad faith or willful
          misconduct.

         

        (iv) Form
          10-K
          requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days.” The Depositor hereby represents to
          the Trustee that the Depositor has filed all such required reports during
          the
          preceding 12 months and that it has been subject to such filing requirement
          for
          the past 90 days. The Depositor shall notify the Trustee in writing, no
          later
          than March 15th with respect to the filing of a report on Form 10-K, if
          the
          answer to the questions should be “no.” The Trustee shall be entitled to rely on
          such representations in preparing and/or filing any such report.

         

        (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 Trustee 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 responsible parties set forth on Exhibit
          O to the Depositor and Trustee and directed and approved by the Depositor
          pursuant to the following paragraph and the Trustee 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.

         

        (ii) As
          set
          forth on Exhibit R hereto, for so long as the Trust Fund is subject to
          the
          Exchange Act reporting requirements, no later than noon Eastern Standard
          Time on
          the 2nd Business Day after the occurrence of a Reportable Event (i) the
          parties
          to the HarborView Mortgage Loan Trust 2006-12 transaction shall be required
          to
          provide to the Trustee and the Depositor, 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 Trustee and such party, the form and
          substance of any Form 8-K Disclosure Information, if applicable, together
          with
          an Additional Disclosure Notification in the form of Exhibit U hereto 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
          Trustee in connection with including any Form 8-K Disclosure Information
          in Form
          8-K pursuant to this paragraph.

         

        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

        

        (iii) After
          preparing the Form 8-K, the Trustee shall forward electronically a copy
          of the
          Form 8-K to the Depositor and McKee Nelson LLP by noon New York City time
          on the
          3rd Business Day after the occurrence of a Reportable Event. Promptly,
          but no
          later than the close of business on the third Business Day after the Reportable
          Event, (i) the Depositor shall notify the Trustee in writing of any change
          to or
          approval of such Form 8-K and (ii) an officer of the Depositor shall execute
          the
          Form 8-K and return an electronic or fax copy of such executed Form 8-K
          (with an
          original executed hard copy to follow by overnight mail). Upon receipt
          of the
          executed Form 8-K and in the absence of receipt of any written changes
          or
          approval, the Trustee shall be entitled to assume that such Form 8-K is
          in final
          form and the Trustee may proceed with filing of the 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 Trustee will follow the procedures set forth in subsection (d)(ii)
          of this
          Section 3.07. Promptly (but no later than 1 Business Day) after filing
          with the
          Commission, the Trustee will, make available on its internet website a
          final
          executed copy of each Form 8-K filed by the Trustee. The parties to this
          Agreement acknowledge that the performance by the Depositor and the Trustee
          of
          their respective duties under this Section 3.07(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 3.07(c). The Trustee shall have no 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 Trustee’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 Trust Fund is able to
          do so
          under applicable law, the Trustee 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. 

         

        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

        

        (ii) In
          the
          event that the Trustee 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 Trustee will promptly notify the Depositor and
          McKee
          Nelson LLP 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 Trustee shall, 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 that the Trustee has actual knowledge or has received notice
          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
          Additional Form 8-K Disclosure Information or any amendment to such disclosure
          (other than for the purpose of restating any Distribution Date Statement),
          the
          Trustee will electronically notify the Depositor and McKee Nelson LLP 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, Form 10-K or 10-D shall be
          signed
          by an officer of the Depositor. The parties to this Agreement acknowledge that
          the performance by the Depositor and the Trustee of their respective duties
          under this Section 3.07(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
          3.07.
          The Trustee shall not have any liability for any loss, expense, damage,
          claim
          arising out of or with respect to any failure to properly prepare 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 Trustee’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, and for any erroneous, inaccurate
          or
          incomplete information or certification provided to the Trustee, not resulting
          from its own negligence, bad faith or willful misconduct.

         

        (e) Not
          later
          than March 15 of each year (beginning in 2007) (or, if such day is not
          a
          Business Day, the immediately preceding Business Day), the Trustee shall
          sign
          the Trustee Certification (in the form attached hereto as Exhibit P) for
          the
          benefit of the Depositor and its officers, directors and
          affiliates.

         

        Any
          notice or notification required to be delivered by the Trustee to the Depositor
          pursuant to this Section 3.07 may be delivered via facsimile to
          (203) 618-2596 or telephonically by calling (203) 422-4284 and any notice
          or notification required to be delivered by the Trustee to McKee Nelson
          LLP
          pursuant to this Section 3.07, may be delivered via e-mail to
          RBSGC@mckeenelson.com.

         

        
          	 	
                  SECTION
                    3.08.

                	
                  Additional
                    Information.

                


        

         

        Each
          of
          the parties agrees to provide to the Trustee such additional information
          related
          to such party as the Trustee 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.

         

        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    3.09.

                	
                  Intention
                    of the Parties and
                    Interpretation.

                


        

         

        Each
          of
          the parties acknowledges and agrees that the purpose of Section 3.04 through
          Section 3.09 of this Agreement is to facilitate compliance by the Trustee
          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 Trustee or the Depositor for delivery of such additional
          or
          different information as the Trustee 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
                    3.10.

                	
                  Indemnification
                    by the Trustee.

                


        

         

        (a) The
          Trustee agrees to indemnify the Depositor, its officers, directors, agents
          and
          employees for, and to hold them harmless against, any losses, damages,
          penalties, fines, forfeitures, legal fees and expenses and related costs,
          judgments, and any other costs, fees and expenses (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 Trustee’s failure to file a Form 10-D or Form 10-K in
          accordance with Section 3.07 or any failure by the Trustee to deliver any
          information, report or certification, when and as required under Section
          8.01,
          (ii) by reason of the Trustee’s willful misfeasance, reckless disregard, bad
          faith or negligence in the performance of such obligations pursuant to
          Section
          3.07 or (iii) any material misstatement or omission made in the Trustee
          Certification; provided,
          in each
          case, that with respect to any such claim or legal action (or pending or
          threatened claim or legal action), such indemnified Person shall have given
          the
          Trustee written notice thereof promptly after such indemnified Person shall
          have
          with respect to such claim or legal action knowledge thereof; provided,
          however,
          that
          such agreement by the Trustee to indemnify and hold harmless such Person
          shall
          not include or apply to any such losses, damages, penalties, fines, forfeitures,
          legal fees or expenses or related costs, judgments, or any other costs,
          fees or
          expenses arising from, caused by or resulting from the actions or omissions
          of
          any Person other than the Trustee, including without limitation the negligence,
          willful misfeasance, bad faith or reckless disregard of duties or obligations
          under or pursuant to this Agreement, the Servicing Agreement or other applicable
          agreement by the Depositor or the Servicer, including without limitation
          any
          erroneous, inaccurate or incomplete information or certification provided
          to the
          Trustee by the Depositor or the Servicer in connection with, or any failure
          or
          delay on the part of the Depositor or the Servicer to provide any information
          or
          certification necessary to, the Trustee’s performance under Section 3.07. If the
          indemnification provided for in this Section 3.10 is unavailable or insufficient
          to hold harmless such indemnified Persons, then the Trustee shall contribute
          to
          the amount paid or payable by such indemnified Persons as a result of the
          losses, claims, damages or liabilities of such indemnified Persons in such
          proportion as is appropriate to reflect the relative fault of the Depositor
          on
          the one hand and the Trustee on the other. This indemnity shall survive
          the
          resignation or removal of the Trustee and the termination of this Agreement.
          Notwithstanding the foregoing, in no event shall the Trustee be liable
          for any
          consequential, indirect or punitive damages.

         

        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        

        (b) The
          Trust
          Fund will indemnify any Indemnified Person for any loss, liability or expense
          of
          any Indemnified Person not otherwise referred to in Subsection (a)
          above.

         

        
          	 	
                  SECTION
                    3.11.

                	
                  [Reserved].

                


        

         

        
          	 	
                  SECTION
                    3.12.

                	
                  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 Trustee, the Depositor
          and
          the Seller 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, the Trustee 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
          Servicer shall establish and maintain one or more custodial accounts (the
          “Servicing Accounts”) in accordance with the 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 Servicing Agreement) of receipt all collections of principal
          and interest on any Mortgage Loan and with respect to any REO Property
          received
          by the Servicer, including Principal Prepayments, Prepayment Penalty Amounts,
          Insurance Proceeds, Liquidation Proceeds, Recoveries and advances made
          from the
          Servicer’s own funds (less, in the case of the Servicer, the applicable
          servicing compensation, in whatever form and amounts as permitted by the
          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 Servicing Account for purposes required or permitted
          by this
          Agreement and the 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. The Servicing Agreement sets forth
          the
          criteria for the segregation, maintenance and investment of each 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. 

         

        
          
            
            

          

          
            89

            
              

            

          

          
            
            

          

        

        (b) To
          the
          extent provided in the Servicing Agreement and subject to this Article
          IV, on or
          before each Servicer Remittance Date, the Servicer shall withdraw or shall
          cause
          to be withdrawn from the Servicing Accounts and shall immediately remit
          or cause
          to be remitted to the Trustee 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 Initial
          Cut-off Date, or, in the case of Subsequent Mortgage Loans, on or before
          the
          applicable Subsequent 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 Servicer pursuant to the Servicing Agreement 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 Servicer
          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 and any Recoveries received in the related Prepayment
          Period;

         

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

         

        (iv) Prepayment
          Penalty Amounts, if any; and

         

        (v) 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 Servicing Agreement. 

         

        (c) Withdrawals
          may be made from a Servicing Account only to make remittances as provided
          in
          Section 4.01(b), to reimburse the 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 Agreement. As provided in Section 4.01(b), certain amounts otherwise
          due to the Servicer may be retained by them and need not be remitted to
          the
          Trustee.

         

        
          	 	
                  SECTION
                    4.02.

                	
                  Distribution
                    Account. 

                


        

         

        (a) The
          Trustee shall establish and maintain an account, for the benefit of the
          Certificateholders and the Certificate Insurer, as a segregated, non-interest
          bearing trust account which shall be an Eligible Account (the “Distribution
          Account”). The Distribution Account shall constitute a trust account of the
          Trust Fund segregated on the books of the Trustee and held by the Trustee
          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 Trustee
          (whether made directly, or indirectly through a liquidator or receiver
          of the
          Trustee). 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 Trustee or their affiliates are permitted to receive
          additional compensation that could be deemed to be in 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 Trustee shall, promptly upon receipt from the Servicer on the Servicer
          Remittance Date deposit into the Distribution Account and retain on deposit
          until the related Distribution Date, the following amounts:

         

        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        

        (i) any
          amounts withdrawn from a Servicing Account pursuant to Section 4.01(b)
          and the
          Servicing Agreement and remitted to the Trustee; 

         

        (ii) any
          amounts required to be deposited by the Trustee with respect to the Mortgage
          Loans pursuant to this Agreement;

         

        (iii) the
          Purchase Price with respect to any Mortgage Loans purchased by the Seller
          or the
          Originator under this Agreement or the Purchase Agreement, as applicable,
          any
          Substitution Adjustments pursuant to Section 2.03 of this Agreement, any
          purchase price paid by any NIMS Insurer for the purchase of any Distressed
          Mortgage Loan under Section 10.03, and all proceeds of any Mortgage Loans
          or
          property acquired with respect thereto purchased by the Terminator pursuant
          to
          Section 10.01;

         

        (iv) any
          amounts required to be deposited 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 Trustee
          in
          trust for the benefit of the Certificateholders and the Certificate Insurer
          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 and (ii) the items enumerated in Subsections
          4.03(a)(i) through (viii) and (xii) with respect to the Servicer, need
          not be
          remitted by the Servicer to the Trustee. In the event that the Servicer
          has
          remitted to the Trustee any amount not required to be credited to the
          Distribution Account, the Servicer may at any time, by delivery of a written
          request signed by a Servicing Officer of the deposited in error, direct
          the
          Trustee to withdraw such amount from the Distribution Account for repayment
          to
          the Servicer. In the event that the Trustee has deposited to the Distribution
          Account any amount not required to be credited thereto, it may at any time,
          withdraw such amount from the Distribution Account.

         

        
          
            
            

          

          
            91

            
              

            

          

          
            
            

          

        

        (c) The
          amount at any time credited to the Distribution Account shall, if invested,
          be
          invested at the direction of the Trustee, in the name of the Trustee, or
          its
          nominee, for the benefit of the Certificateholders and the Certificate
          Insurer,
          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 Trustee on behalf of the Certificateholders and
          the
          Certificate Insurer. 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 (except that if such Permitted
          Investment is an obligation of the Trustee, then such Permitted Investment
          shall
          mature not later than such applicable Distribution Date). Any and all investment
          earnings from such Permitted Investments shall be paid to the Trustee,
          and the
          risk of loss of moneys resulting from such investments shall be borne by
          and be
          the risk of the Trustee. The Trustee 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
          Trustee shall, from time to time, withdraw or transfer funds from the
          Distribution Account to the Servicer, to the Certificate Insurer or to
          itself
          for the following purposes:

         

        (i) to
          reimburse the Servicer for any Advance of its own funds, the right of the
          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, Liquidation Proceeds and the
          Termination Price) 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 Servicer from Insurance Proceeds or Liquidation Proceeds
          relating
          to a particular Mortgage Loan for amounts expended by the 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 Servicer from Insurance Proceeds relating to a particular
          Mortgage
          Loan for insured expenses incurred with respect to such Mortgage Loan and
          to
          reimburse the Servicer from Liquidation Proceeds from a particular Mortgage
          Loan
          for Liquidation Expenses incurred with respect to such Mortgage Loan;


         

        (iv) to
          pay
          the Servicer, as appropriate, from Liquidation Proceeds or Insurance Proceeds
          received in connection with the liquidation of any Mortgage Loan, the amount
          which the Servicer would have been entitled to receive under subclause
          (xii) 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 Servicer from the Purchase Price for any Mortgage Loan, the amount
          which the
          Servicer would have been entitled to receive under subclause (xii) of this
          Subsection 4.03(a) as servicing compensation;

         

        (vi) to
          reimburse the 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;

         

        
          
            
            

          

          
            92

            
              

            

          

          
            
            

          

        

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

         

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

         

        (ix) to
          pay
          the Trustee any investment income;

         

        (x) [Reserved];

         

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

         

        (xii) to
          reimburse the Trustee for expenses, costs and liabilities incurred by or
          reimbursable to it pursuant to Sections 8.05, 8.17 or 8.18;

         

        (xiii) to
          reimburse the Administrator for expenses, costs and liabilities incurred
          by or
          reimbursable to it pursuant to Section 8.19;

         

        (xiv) to
          pay
          the Certificate Insurer, the Aggregate Premium Amount;

         

        (xv) to
          reimburse the Administrator for expenses, costs and liabilities incurred
          by or
          reimbursable to it as a result of the performance of its duties under the
          Yield
          Maintenance Allocation Agreement, the Yield Maintenance Agreement, the
          Class
          2A-1A2 Yield Maintenance Agreement and the Class 2A-1A3 Yield Maintenance
          Agreement pursuant to Section 8.19; and

         

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

         

        (b) The
          Trustee 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
          (viii), inclusive and (xi) or with respect to any such amounts which would
          have
          been covered by such subclauses had the amounts not been retained by the
          Trustee
          without being deposited in the Distribution Account under Section
          4.02(b).

         

        (c) In
          order
          to comply with its duties under the USA PATRIOT Act of 2001, the Trustee
          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.

         

        
          
            
            

          

          
            93

            
              

            

          

          
            
            

          

        

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

         

        
          	 	
                  SECTION
                    4.04.

                	
                  [Reserved].

                


        

         

        SECTION
          4.05. Financial
          Guaranty Insurance Policy.

         

        (a) The
          Trustee shall cause to be established and maintained the Policy Account,
          into
          which amounts received by the Trustee pursuant to the Financial Guaranty
          Insurance Policy shall be deposited for the benefit of the Insured Certificates.
          Amounts on deposit in the Policy Account shall not be invested and shall
          not be
          held in an interest-bearing account. The Policy Account shall be opened
          by the
          Trustee upon receipt of the first payment on the Financial Guaranty Insurance
          Policy.

         

        (b) As
          soon
          as possible, and in no event later than 12:00 noon New York time on the
          second
          Business Day immediately preceding any Distribution Date, the Trustee shall
          furnish the Certificate Insurer and the Servicer with a completed Notice
          in the
          form set forth as Exhibit A to the Endorsement to the Financial Guaranty
          Insurance Policy in the event that there is a Deficiency Amount with respect
          to
          the Holders of the Insured Certificates, on such Distribution Date; provided,
          however,
          that if
          such Distribution Date is the Final Distribution Date, the Notice shall
          also
          include the outstanding Class Principal Balances of the Insured Certificates,
          after giving effect to all payments of principal on each Class of Insured
          Certificates on such Final Distribution Date, other than pursuant to the
          Financial Guaranty Insurance Policy. The Notice shall specify the amount
          of
          Insured Amounts for the each Class of Insured Certificate and shall constitute
          a
          claim for an Insured Amount pursuant to the Financial Guaranty Insurance
          Policy.


         

        (c) Upon
          receipt of an Insured Amount from the Certificate Insurer on behalf of
          the
          Holders of the Insured Certificates, the Trustee shall deposit such Insured
          Amount into the Policy Account. All such amounts on deposit in the Policy
          Account shall remain uninvested. 

         

        (d) The
          Trustee shall include on each Distribution Date any Insured Amounts received
          by
          it from or on behalf of the Certificate Insurer for such Distribution Date
          (i)
          in the amount distributed to the Holders of the Insured Certificates pursuant
          to
          Section 5.01 and (ii) in the amount deemed to have been distributed to
          the Class
          2A-1B and Class 2A-2C regular interests and deposited for their benefit
          into the
          Distribution Account. If on any Distribution Date the Trustee determines
          that
          the Certificate Insurer has paid more under the Financial Guaranty Insurance
          Policy than is required by the terms thereof, the Trustee shall promptly
          return
          the excess amount to the Certificate Insurer.

         

        
          
            
            

          

          
            94

            
              

            

          

          
            
            

          

        

        (e) The
          Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured
          Certificates any Insured Amount delivered to it by the Certificate Insurer
          for
          payment to such Holders and (ii) distribute such Insured Amount to such
          Holders
          as set forth in Section 5.01. Insured Amounts disbursed by the Trustee
          from
          proceeds of the Financial Guaranty Insurance Policy shall not be considered
          payment by the Trust Fund with respect to the Insured Certificates, nor
          shall
          such disbursement of Insured Amounts discharge the obligations of the Trust
          Fund
          with respect to the amounts thereof, and the Certificate Insurer shall
          become
          owner of such amounts to the extent covered by such Insured Amounts as
          the
          deemed assignee of such Holders. The Trustee hereby agrees on behalf of
          the
          Holders of the Insured Certificates (and each such Holder, by its acceptance
          of
          its Insured Certificates, hereby agrees) for the benefit of the Certificate
          Insurer that, to the extent the Certificate Insurer pays any Insured Amount,
          either directly or indirectly (as by paying through the Trustee), to any
          Holder
          of an Insured Certificates, the Certificate Insurer will be entitled to
          be
          subrogated to any rights of such Holder to receive the amounts for which
          such
          Insured Amount was paid, to the extent of such payment, and will be entitled
          to
          receive the Certificate Insurer Reimbursement Amount as set forth in Section
          5.01. The Trustee as attorney-in-fact of the Holders of the Insured Certificates
          shall assign to the Certificate Insurer the rights of such Holder with
          respect
          to the Class 2A-1B and Class 2A-2C Certificates to the extent of such Insured
          Amount until the Certificate Insurer has been fully reimbursed therefore
          in
          accordance with the terms of the Financial Guaranty Insurance Policy. To
          evidence such subrogation, the Trustee shall note the Certificate Insurer’s
          rights as subrogee upon the register of Certificateholders upon receipt
          from the
          Certificate Insurer of proof of payment of any Insured Amount.

         

        (f) At
          the
          end of the Term of the Financial Guaranty Insurance Policy (as defined
          in the
          Financial Guaranty Insurance Policy), the Trustee shall return the Financial
          Guaranty Insurance Policy to the Certificate Insurer for
          cancellation.

         

        SECTION
          4.06. Prefunding
          Account.

         

        On
          or
          prior to the Closing Date, the Trustee shall establish and maintain, on
          behalf
          of the Certificateholders, the Prefunding Account. On the Closing Date
          the
          Depositor shall remit the Prefunded Amount to the Trustee for deposit in
          the
          Prefunding Account. From the Prefunded Amount, $248,007,101.79
          and $1,590,629,795.81 shall
          be
          applied to the purchase of Subsequent Mortgage Loans for Loan Group 1 and
          Loan
          Group 2, respectively. On each Subsequent Transfer Date, upon satisfaction
          of
          the conditions for such Subsequent Transfer Date set forth in
          Section 2.01(b), with respect to the related Subsequent Transfer Agreement,
          the Trustee shall remit to the Depositor the applicable Aggregate Subsequent
          Transfer Amount as payment of the purchase price for the related Subsequent
          Mortgage Loans.

         

        If
          any
          funds remain in the Prefunding Account at the end of the Prefunding Period,
          to
          the extent that they represent earnings on the amounts originally deposited
          into
          the Prefunding Account, the Trustee shall distribute them to the order
          of the
          Depositor. The remaining funds shall be transferred to the Distribution
          Account
          to be included as part of principal distributions to the Certificates on
          the
          Distribution Date in the month following the end of the Prefunding
          Period.

         

        Each
          institution at which the Prefunding Account is maintained shall either
          hold such
          funds on deposit uninvested or shall invest the funds therein in Permitted
          Investments as directed in writing by the Depositor, which shall mature
          not
          later than the Business Day immediately preceding a Subsequent Transfer
          Date and
          shall not be sold or disposed of prior to its maturity. In the absence
          of
          direction, such funds shall remain uninvested. All such Permitted Investments
          shall be made in the name of the Trustee, for the benefit of the
          Certificateholders. All income and gain net of any losses realized from
          any such
          balances or investment of funds on deposit in the Prefunding Account shall
          be
          for the benefit of the Depositor and shall be remitted to it monthly. The
          amount
          of any net investment losses in the Prefunding Account shall promptly be
          deposited by the Depositor in the Prefunding Account. The Trustee in its
          fiduciary capacity shall not be liable for the amount of any loss incurred
          in
          respect of any investment or lack of investment of funds held in the Prefunding
          Account (other than as provided in this Section 4.06) and made in accordance
          with this Section 4.06.

         

        
          
            
            

          

          
            95

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    4.07.

                	
                  Capitalized
                    Interest Account.

                


        

         

        On
          or
          prior to the Closing Date, the Trustee shall establish and maintain, on
          behalf
          of the Certificateholders, the Capitalized Interest Account. The Capitalized
          Interest Account shall be an Eligible Account. On the Closing Date, the
          Seller
          shall deposit in the Capitalized Interest Account the Original Capitalized
          Interest Amount. On the Business Day preceding any Distribution Date occurring
          during the Prefunding Period, the Trustee shall withdraw from the Capitalized
          Interest Account an amount equal to the Capitalized Interest Requirement
          (based
          on a monthly report provided to the Trustee by the Servicer no later than
          such
          Business Day) for deposit into the Certificate Account for distribution
          to
          Certificateholders in accordance with Article V on such Distribution Date.
          Amounts on deposit in the Capitalized Interest Account shall be invested
          in a
          money market or common trust fund as described in paragraph (vii) of the
          definition of “Permitted Investments” set forth in Article I. All investment
          income and other gain on such investments shall be for the benefit of the
          Seller
          and shall be subject to withdrawal on order of the Seller from time to
          time. The
          amount of any losses incurred in respect of any such investments shall
          be paid
          by the Seller by a deposit into the Capitalized Interest Account of its
          own
          funds, immediately as realized. Amounts may be released from the Capitalized
          Interest Account and paid to the depositor at any time, if permitted by
          S&P
          as evidenced in a written confirmation from such Rating Agency. At the
          end of
          the Prefunding Period, all amounts, if any, on deposit in the Capitalized
          Interest Account shall be withdrawn by the Trustee and distributed to the
          Seller
          and the Capitalized Interest Account shall be terminated.

         

        ARTICLE
          V


         

        FLOW
          OF FUNDS

         

        
          	 	
                  SECTION
                    5.01.

                	
                  Distributions.

                


        

         

        (a) Distributions
          From Available Funds.
          On each
          Distribution Date and after making any withdrawals from the Distribution
          Account
          pursuant to Section 4.03(a), the Trustee, 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, make the following disbursements and transfers as set forth
          below:

         

        (i) The
          Interest Remittance Amount for the related Loan Group, 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
          Terminator pursuant to Section 10.01(a) in the following order of
          priority:

         

        
          	 	
                  (A)

                	
                  on
                    the Distribution Date commencing in December 2016 and on each
                    Distribution
                    Date thereafter until the Final Maturity Reserve Termination
                    Date, for
                    deposit in the Final Maturity Reserve Account, the Group 1 Final
                    Maturity
                    Reserve Amount and the Group 2 Final Maturity Reserve
                    Amount;

                


        

         

        
          
            
            

          

          
            96

            
              

            

          

          
            
            

          

        

        
          	 	
                  (B)

                	
                  from
                    the remaining Interest Remittance Amount for the related Loan
                    Group to the
                    holders of the Class 1A-1A and pro
                    rata to
                    the Class 2A-1A, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class
                    2A-2A,
                    Class 2A-2B and Class 2A-2C Certificates, as applicable, the
                    related
                    Monthly Interest Distributable Amount and the related Unpaid
                    Interest
                    Shortfall Amount, if any, to which each such Class is entitled,
                    in each
                    case, on a pro
                    rata
                    basis to each such Class in the related Certificate Group based
                    on the
                    amounts due such Class; provided,
                    that if the Interest Remittance Amount for Loan Group 1 is insufficient
                    to
                    pay the Class 1A-1A Certificates, the related Monthly Interest
                    Distributable Amount, the Trustee shall withdraw the amount of
                    such
                    deficiency shortfalls from the Interest Remittance Amount for
                    Loan Group 2
                    after distributions are made of the Monthly Interest Distributable
                    Amount
                    to the Class 2A-1A, Class 2A-1A2, Class 2A-1A3, Class 2A-1B,
                    Class 2A-2A,
                    Class 2A-2B and Class 2A-2C Certificates, and if the Interest
                    Remittance
                    Amount for Loan Group 2 is insufficient to pay the Class 2A-1A1,
                    Class
                    2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class 2A-2B and
                    Class
                    2A-2C Certificates the related Monthly Interest Distributable
                    Amount, the
                    Trustee shall withdraw the amount of such deficiency shortfalls
                    from the
                    Interest Remittance Amount for Loan Group 1 after distributions
                    are made
                    of the Monthly Interest Distributable Amount to the Class 1A-1A
                    Certificates;

                


        

         

        
          	 	
                  (C)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    reimbursement amounts owed to the Certificate
                    Insurer;

                


        

         

        
          	 	
                  (D)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-1 Certificates, the related Monthly Interest
                    Distributable Amount;

                


        

         

        
          	 	
                  (E)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-2 Certificates, the related Monthly Interest
                    Distributable Amount; 

                


        

         

        
          	 	
                  (F)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-3 Certificates, the related Monthly Interest
                    Distributable Amount;

                


        

         

        
          	 	
                  (G)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-4 Certificates, the related Monthly Interest
                    Distributable Amount;

                


        

         

        
          
            
            

          

          
            97

            
              

            

          

          
            
            

          

        

        
          	 	
                  (H)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-5 Certificates, the related Monthly Interest
                    Distributable Amount; 

                


        

         

        
          	 	
                  (I)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-6 Certificates, the related Monthly Interest
                    Distributable Amount;

                


        

         

        
          	 	
                  (J)

                	
                  from
                    the remaining Interest Remittance Amounts for both Loan Groups,
                    to the
                    Holders of the Class B-7 Certificates, the related Monthly Interest
                    Distributable Amount; and

                


        

         

        
          	 	
                  (K)

                	
                  for
                    application as part of Net Monthly Excess Cashflow for such Distribution
                    Date, as described under Section 5.01(a)(iv)
                    below;

                


        

         

        (ii) On
          each
          Distribution Date (a) prior to the applicable Stepdown Date or (b) on which
          a
          Trigger Event is in effect, distributions in respect of principal to the
          extent
          of the Principal Distribution Amount for each Loan Group will be distributed
          in
          the following amounts and order of priority:

         

        
          	 	
                  (A)

                	
                  from
                    the related Principal Distribution Amount for the related Loan
                    Group,
                    concurrently as follows:

                


        

         

        
          	 	
                  (1)

                	
                  first,
                    to the Final Maturity Reserve Account, the Group 1 Final Maturity
                    Reserve
                    Amount and the Group 2 Final Maturity Reserve Amount, if any,
                    for that
                    Distribution Date remaining unpaid after giving effect to the
                    distribution
                    under clause (a)(i)(A) above; 

                


        

         

        
          	 	
                  (2)

                	
                  to
                    the holders of the Class 1A-1A Certificates, the Principal Distribution
                    Amount for Loan Group 1, based on its Certificate Principal Balance
                    immediately prior to such Distribution Date, until its Certificate
                    Principal Balance is reduced to zero;
                    and

                


        

         

        
          	 	
                  (3)

                	
                  to
                    the holders of the Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and
                    Class
                    2A-1B, Class 2A-2A, Class 2A-2B and Class 2A-2C Certificates,
                    the
                    Principal Distribution Amount for Loan Group 2, pro
                    rata
                    based on their respective Certificate Principal Balances immediately
                    prior
                    to such Distribution Date, until their respective Certificate
                    Principal
                    Balances are reduced to zero; provided,
                    however,
                    that principal shall be allocated sequentially, first, to the
                    Class 2A-1A1
                    Certificates, until the Class Principal Balance thereof is reduced
                    zero,
                    second, to Class 2A-1A2 Certificates, until the Class Principal
                    Balance
                    thereof is reduced zero and then, to the Class 2A-1A3 Certificates
                    until
                    the Class Principal Balance thereof is reduced
                    zero;

                


        

         

        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        

        
          	 	
                  (B)

                	
                  from
                    the Principal Distribution Amount for both Loan Groups, to the
                    Certificate
                    Insurer, any Certificate Insurer Reimbursement Amounts due to
                    the
                    Certificate Insurer;

                


        

         

        
          	 	
                  (C)

                	
                  from
                    the remaining Principal Distribution Amount for both Loan
                    Groups

                


        

         

        
          	 	
                  (1)

                	
                  to
                    the Holders of the Class B-1 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to
                    zero;

                


        

         

        
          	 	
                  (2)

                	
                  to
                    the Holders of the Class B-2 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to zero;


                


        

         

        
          	 	
                  (3)

                	
                  to
                    the Holders of the Class B-3 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to
                    zero;

                


        

         

        
          	 	
                  (4)

                	
                  to
                    the Holders of the Class B-4 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to
                    zero;

                


        

         

        
          	 	
                  (5)

                	
                  to
                    the Holders of the Class B-5 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to zero;


                


        

         

        
          	 	
                  (6)

                	
                  to
                    the Holders of the Class B-6 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to
                    zero;

                


        

         

        
          	 	
                  (7)

                	
                  to
                    the Holders of the Class B-7 Certificates, until the Certificate
                    Principal
                    Balance thereof has been reduced to zero;
                    and

                


        

         

        
          	 	
                  (8)

                	
                  for
                    application as part of Net Monthly Excess Cashflow for such Distribution
                    Date, as described under Section 5.01(a)(iv)
                    below.

                


        

         

        (iii) On
          each
          Distribution Date (a) on or after the applicable Stepdown Date and (b)
          on which
          a Trigger Event is not in effect, distributions in respect of principal
          to the
          extent of the Principal Distribution Amount for each Loan Group will be
          distributed in the following amounts and order of priority:

         

        
          	 	
                  (A)

                	
                  from
                    the Group 1 Principal Distribution Amount and the Group 2 Distribution
                    Amount for the related Loan Group, concurrently as
                    follows:

                


        

         

        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        

        
          	 	
                  (1)

                	
                  first,
                    to the Final Maturity Reserve Account, the Group 1 Final Maturity
                    Reserve
                    Amount and the Group 2 Final Maturity Reserve Amount, if any,
                    for that
                    Distribution Date remaining unpaid after giving effect to the
                    distribution
                    under clause (a)(i)(A) above; 

                


        

         

        
          	 	
                  (2)

                	
                  to
                    the Holders of the Class 1A-1A Certificates, the Principal Distribution
                    Amount for Loan Group 1, based on its Certificate Principal Balance
                    immediately prior to such Distribution Date, until its Certificate
                    Principal Balance is reduced to zero, such that each class of
                    Senior
                    Certificates will have at least 23.750% credit enhancement if
                    the Stepdown
                    Date is reached prior to the Distribution Date in December 2012
                    or 19.000%
                    credit enhancement if the Stepdown Date is reached on or after
                    the
                    Distribution Date in December 2012;
                    and

                


        

         

        
          	 	
                  (3)

                	
                  to
                    the Holders of the Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and
                    Class
                    2A-1B, Class 2A-2A, Class 2A-2B and Class 2A-2C Certificates,
                    the
                    Principal Distribution Amount for Loan Group 2, pro
                    rata
                    based on their respective Certificate Principal Balances immediately
                    prior
                    to such Distribution Date, until their respective Certificate
                    Principal
                    Balances are reduced to zero, provided,
                    however,
                    that principal shall be allocated sequentially, first, to the
                    Class 2A-1A1
                    Certificates, until the Class Principal Balance thereof is reduced
                    zero,
                    second, to Class 2A-1A2 Certificates, until the Class Principal
                    Balance
                    thereof is reduced zero and then, to the Class 2A-1A3 Certificates
                    until
                    the Class Principal Balance thereof is reduced zero, such that
                    each class
                    of Senior Certificates will have at least 23.750% credit enhancement
                    if
                    the Stepdown Date is reached prior to the Distribution Date in
                    December
                    2012 or 19.000% credit enhancement if the Stepdown Date is reached
                    on or
                    after the Distribution Date in December
                    2012;

                


        

         

        
          	 	
                  (B)

                	
                  from
                    the remaining Principal Distribution Amount for both Loan Groups,
                    to the
                    Certificate Insurer any Certificate Insurer Reimbursement Amounts
                    due to
                    the Certificate Insurer; and

                


        

         

        
          	 	
                  (C)

                	
                  from
                    the remaining Principal Distribution Amount for both Loan
                    Groups,

                


        

         

        
          	 	
                  (1)

                	
                  to
                    the Holders of the Class B-1 Certificates, the Class B-1 Principal
                    Distribution Amount;

                


        

         

        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        

        
          	 	
                  (2)

                	
                  to
                    the Holders of the Class B-2 Certificates, the Class B-2 Principal
                    Distribution Amount

                


        

         

        
          	 	
                  (3)

                	
                  to
                    the Holders of the Class B-3 Certificates, the Class B-3 Principal
                    Distribution Amount;

                


        

         

        
          	 	
                  (4)

                	
                  to
                    the Holders of the Class B-4 Certificates, the Class B-4 Principal
                    Distribution Amount;

                


        

         

        
          	 	
                  (5)

                	
                  to
                    the Holders of the Class B-5 Certificates, the Class B-5 Principal
                    Distribution Amount; 

                


        

         

        
          	 	
                  (6)

                	
                  to
                    the Holders of the Class B-6 Certificates, the Class B-6 Principal
                    Distribution Amount

                


        

         

        
          	 	
                  (7)

                	
                  to
                    the Holders of the Class B-7 Certificates, the Class B-7 Principal
                    Distribution Amount; and

                


        

         

        
          	 	
                  (8)

                	
                  for
                    application as part of Net Monthly Excess Cashflow for such Distribution
                    Date, as described under Section 5.01(a)(iv)
                    below.

                


        

         

        (iv) On
          each
          Distribution Date, other than the Distribution Date following the optional
          purchase of the Mortgage Loans pursuant to Section 10.01, the Net Monthly
          Excess
          Cashflow shall be distributed as follows:

         

        
          	 	
                  (A)

                	
                  to
                    the Holders of the Class or Classes of Certificates then entitled
                    to
                    receive distributions in respect of principal, in an amount equal
                    to the
                    principal portion of Realized Losses previously allocated to
                    reduce the
                    Class Principal Balance of such certificates, pro
                    rata,
                    to each such Class based on the Class Principal Balance of each
                    such
                    Certificate prior to such Distribution Date as a distribution
                    in respect
                    of principal, but only to the extent of Recoveries for that Distribution
                    Date:

                


        

         

        
          	 	
                  (B)

                	
                  as
                    part of the Principal Distribution Amount, to pay to the Holders
                    of the
                    Senior Certificates and the Subordinate Certificates in reduction
                    of their
                    Class Principal Balances, the principal portion of Realized Losses
                    incurred on the Mortgage Loans in the preceding calendar month;
                    pro
                    rata,
                    to each such Class based on the Class Principal Balance of each
                    such
                    Certificate prior to such Distribution Date as a distribution
                    in respect
                    of principal;

                


        

         

        
          	 	
                  (C)

                	
                  to
                    the Holders of the Class or Classes of Certificates then entitled
                    to
                    receive distributions in respect of principal, in an amount equal
                    to any
                    Extra Principal Distribution Amount, pro
                    rata,
                    to each such Class based on the Class Principal Balance of each
                    such Class
                    prior to such Distribution Date as a distribution in respect
                    of
                    principal;

                


        

         

        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        

        
          	 	
                  (D)

                	
                  to
                    the Certificate Insurer, any unpaid remaining Certificate Insurer
                    Reimbursement Amounts;

                


        

         

        
          	 	
                  (E)

                	
                  to
                    the Holders of the Senior Certificates and the Subordinate Certificates,
                    the amount of any Interest Shortfalls computed without regard
                    to any
                    Relief Act Reductions allocated thereto for such Distribution
                    Date, on a
                    pro
                    rata
                    basis based on Interest Shortfalls allocated thereto, to the
                    extent not
                    covered by the Servicing Fee on that Distribution Date;
                    

                


        

         

        
          	 	
                  (F)

                	
                  to
                    the Holders of the Senior Certificates and the Subordinate Certificates,
                    any Interest Shortfalls remaining unpaid from prior Distribution
                    Dates
                    together with interest thereon, on a pro
                    rata
                    basis based on unpaid Interest Shortfalls computed without regard
                    to any
                    Relief Act Reductions previously allocated
                    thereto;

                


        

         

        
          	 	
                  (G)

                	
                  to
                    the Basis Risk Reserve Fund, the Required Reserve Fund Deposit,
                    if any,
                    and then from the Basis Risk Reserve Fund to the Holders of the
                    Senior
                    Certificates, pro
                    rata,
                    and then to the Holders of the Subordinate Certificates, sequentially,
                    in
                    order of priority of distribution, the amount of any Basis Risk
                    Shortfall
                    remaining unpaid as of such Distribution
                    Date;

                


        

         

        
          	 	
                  (H)

                	
                  to
                    the Holders of the Senior Certificates and the Subordinate Certificates,
                    in an amount equal to any Interest Shortfalls resulting from
                    Relief Act
                    Reductions for such Distribution Date, pro
                    rata,
                    based on the amount of Interest Shortfalls resulting from Relief
                    Act
                    Reductions allocated to each Class for such Distribution
                    Date;

                


        

         

        
          	 	
                  (I)

                	
                  to
                    the Holders of the Senior Certificates, pro
                    rata,
                    and then to the Holders of the Subordinate Certificates, sequentially,
                    in
                    that order, the principal portion of any Allocated Realized Loss
                    Amounts
                    remaining unreimbursed;

                


        

         

        (J)
          to
          the Holders of the Class C Certificates, the Class C Distributable Amount;
          and

        


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


        


        (v) On
          the
          Distribution Date following the optional purchase of the Mortgage Loans
          pursuant
          to Section 10.01, Available Funds will be applied in the amounts and in
          the
          order specified above, except, no amounts will be distributed pursuant
          to
          Sections 5.01(a)(iv)(J) and 5.01(a)(iv)(K) above, and the portion of Available
          Funds remaining after the distribution pursuant to Section 5.01(a)(iv)(J)
          will
          be applied in the following order:

         

        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        

        (A) to
          the
          Holders of the Class C Certificates, the Class C Distributable Amount and
          any
          Premium Proceeds; and

        


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

        


        (vi) With
          respect to any Distribution Date and Insured Amounts, the Trustee shall
          make
          payments pursuant to Sections 5.01(a)(i), 5.01(a)(ii) and 5.01(a)(iii),
          after
          application of Available Funds, with respect to the Insured Certificates,
          from
          the amount received by the Trustee under the Financial Guaranty Insurance
          Policy
          for such Distribution Date pursuant to Section 4.02. Funds received by
          the
          Trustee as a result of any claim under the Financial Guaranty Insurance
          Policy
          shall be applied solely to payments to the Insured Certificateholders and
          may
          not be applied to satisfy any other Classes of Certificates or costs, expenses
          or liabilities of the Servicer, the Trustee or the Trust Fund.

         

        (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 of each Certificate of that
          Class.

         

        (c) On
          each
          Distribution Date, the Monthly Interest Distributable Amounts for the Classes
          of
          Senior Certificates and Subordinate Certificates on such Distribution Date
          shall
          be reduced proportionately, based on (A) in the case of the Senior Certificates,
          the Monthly Interest Distributable Amount to which they would otherwise
          be
          entitled and (B) in the case of the Subordinate Certificates, interest
          accrued
          at the related Pass-Through Rate on the related Apportioned Principal Balance
          of
          each such Class, by Net Interest Shortfalls with respect to the related
          Loan
          Group.

         

        (d) Notwithstanding
          the priorities and allocations set forth in Section 5.01(a) above, if 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
          in the
          same order and priority and allocation provided in Section 5.01(a), first,
          up
          to the
          sum of the Accrued Interest Amount and the Principal Deficiency Amount
          for the
          Undercollateralized Group (such distribution, an “Undercollateralization
          Distribution”) and second,
          to pay
          to the Subordinate Certificates and the Residual Certificates in the same
          order
          and priority as provided in Section 5.01(a)(ii), (iii) and (iv). 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 from the Loan Group not related to an Undercollateralized
          Group remaining after all required amounts have been distributed to the
          related
          Class of Senior Certificates related to such other Loan Group.
          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).

         

        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        

        (e) Distributions
          on Physical Certificates.
          The
          Trustee 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.

         

        (f) 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 Depositor or the Seller shall have
          any
          responsibility therefor.

         

        (g) Distributions
          from Final Maturity Reserve Account.
          On the
          Final Maturity Reserve Termination Date, the Trustee shall distribute the
          funds
          on deposit in the Final Maturity Reserve Account on such date in the following
          order of priority:

         

        (i) to
          the
          Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and Class 2A-1B,
          Class
          2A-2A, Class 2A-2B and Class 2A-2C Certificates, pro
          rata,
          after
          giving effect to principal distributions on such Distribution Date pursuant
          to
          Sections 5.01(a)(ii) or (iii) above, as applicable, in reduction of their
          respective Class Principal Balances, until the Class Principal Balance
          of each
          such Class has been reduced to zero;

         

        (ii) to
          the
          Certificate Insurer, any reimbursement amounts due to the Certificate Insurer
          in
          respect of principal;

         

        (iii) to
          the
          Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class
          B-7
          Certificates, sequentially, in that order, after giving effect to principal
          distributions on such Distribution Date pursuant to Sections 5.01(a)(ii)
          or
          (iii) above, as applicable, in reduction of their respective Class Principal
          Balances, until the Class Principal Balance of each such class has been
          reduced
          to zero;

         

        (iv) to
          the
          Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and Class 2A-1B,
          Class
          2A-2A, Class 2A-2B and Class 2A-2C Certificates, pro
          rata,
          any
          Interest Distributable Amounts for each such Class remaining unpaid on
          such
          Distribution Date, in the same priorities as set forth in Section 5.01(a)(i);
          

         

        
          
            
            

          

          
            104

            
              

            

          

          
            
            

          

        

        (v) to
          the
          Certificate Insurer, any reimbursement amounts due to the Certificate Insurer
          in
          respect of any Interest Distributable Amount;

         

        (vi) to
          the
          Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class
          B-7
          Certificates, sequentially, in that order, any Interest Distributable Amounts
          for each such Class remaining unpaid on such Distribution Date; and

         

        (vii) to
          the
          extent of any funds remaining in the Final Maturity Reserve Account after
          payment pursuant to clauses (i) through (vi) above, to the Class C
          Certificates;

         

        Notwithstanding
          anything to the contrary in this Section 5.02(g), all amounts distributable
          to
          the Class 1A-1A Certificates on account of the Mortgage Loans, shall be
          distributable first on account of the Group 1 Mortgage Loans.

        


        (h) Distributions
          from Yield Maintenance Account.
          On each
          Distribution Date beginning on the Distribution Date in October 2010 through
          and
          including the Distribution Date in July 2014, the Trustee shall distribute
          the
          funds on deposit in the Yield Maintenance Account for such date after making
          all
          distributions under Section 5.01(a)(iv) above as follows:

         

        (i) to
          the
          Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and Class 2A-1B,
          Class
          2A-2A, Class 2A-2B and Class 2A-2C Certificates, pro
          rata,
          any
          Allocated Realized Loss Amounts to the extent unpaid;

         

        (ii) to
          the
          Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class
          B-7
          Certificates, sequentially, in that order, any Allocated Realized Loss
          Amounts
          to the extent unpaid;

         

        (iii) to
          the
          Offered Certificates, any amounts necessary to maintain the applicable
          Overcollateralization Target Amount;

         

        (iv) to
          the
          Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and Class 2A-1B,
          Class
          2A-2A, Class 2A-2B and Class 2A-2C Certificates, pro
          rata,
          any
          Unpaid Interest Shortfall Amounts to the extent unpaid;

         

        (v) to
          the
          Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and Class 2A-1B,
          Class
          2A-2A, Class 2A-2B and Class 2A-2C Certificates, pro
          rata,
          any
          Basis Risk Shortfalls to the extent unpaid; and

         

        (vi) to
          the
          Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class
          B-7
          Certificates, sequentially, in that order, any Basis Risk Shortfalls to
          the
          extent unpaid.

         

        (i) Distributions
          from Class 2A-1A2 Yield Maintenance Account.
          On each
          Distribution Date beginning on the Distribution Date in January 2007 through
          and
          including the Distribution Date in September 2009, the Trustee shall distribute
          the funds on deposit in the Yield Maintenance Account for such date after
          making
          all distributions under Section 5.01(a)(iv) and (vi) above as
          follows:

         

        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        

        (i) to
          the
          Class 2A-1A2 Certificates any Basis Risk Shortfalls to the extent unpaid;
          and

         

        (ii) any
          remaining amounts, to the Class C Certificates.

        


        (j) Distributions
          from Class 2A-1A3 Yield Maintenance Account.
          On each
          Distribution Date beginning on the Distribution Date in January 2007 through
          and
          including the Distribution Date in April 2015, the Trustee shall distribute
          the
          funds on deposit in the Yield Maintenance Account for such date after making
          all
          distributions under Section 5.01(a)(iv) and (vi) above as follows:

         

        (i) to
          the
          Class 2A-1A3 Certificates any Basis Risk Shortfalls to the extent unpaid;
          and

         

        (ii) any
          remaining amounts, to the Class C Certificates.

        


        (k) On
          each
          Distribution Date, the Trustee, as Paying Agent, shall withdraw all Prepayment
          Penalty Amounts from funds on deposit in the Distribution Account and shall
          distribute such amounts to the Holders of the Class P Certificates.

         

        
          	 	
                  SECTION
                    5.02.

                	
                  Allocation
                    of Net Deferred Interest.

                


        

         

        For
          any
          Distribution Date, Net Deferred Interest shall be allocated to each Class
          of
          LIBOR Certificates in an amount equal to the excess, if any, of (i) the
          amount
          that would have been the Monthly Interest Distributable Amount for such
          Class if
          the Monthly Interest Distributable Amount for such Class had been computed
          at
          the Pass-Through Rate for such Class, over (ii) the actual Monthly Interest
          Distributable Amount for such Class. On each Distribution Date, any amount
          of
          Net Deferred Interest allocable to a Class of LIBOR Certificates on such
          Distribution Date shall be added as Principal to the outstanding Class
          Principal
          Balance of such Class of Certificates. Any Net Deferred Interest that is
          not
          allocable to any Class of LIBOR Certificates pursuant to the first sentence
          of
          this paragraph shall be allocated to the Class C Certificates and thereby
          increase the Overcollateralized Amount.

         

        
          	 	
                  SECTION
                    5.03.

                	
                  Allocation
                    of Realized Losses.

                


        

         

        (a) On
          or
          prior to each Distribution Date, the Trustee shall aggregate the loan-level
          information provided by the 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:

         

        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        

        (i) first,
          to
          Net Monthly Excess Cashflow;

         

        (ii) second,
          to the Overcollateralized Amount, until such amount has been reduced to
          zero;

         

        (iii) third,
          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

         

        (iv) fourth,
          to the Class 1A-1A, Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B,
          Class
          2A-2A, Class 2A-2B and Class 2A-2C Certificates, pro
          rata,
          until
          the Class Principal Balance of each such class is reduced to zero; provided,
          however,
          that
          all losses allocable to the Class 2A-1A1, Class 2A-1A2, Class 2A-1A3 and
          Class
          2A-1B Certificates will be allocated first to the Class 2A-1B Certificates
          and
provided,
          further,
          that
          all losses allocable to the Class 2A-2A, Class 2A-2B and Class 2A-2C
          Certificates will be allocated first, to the Class 2A-2C Certificates;
          second,
          to the Class 2A-2B Certificates; and third, to the Class 2A-2A Certificates,
          in
          that order, for so long as such certificates are outstanding.

         

        (c) The
          Class
          Principal Balance of first, the Class C Certificates and second, 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 Trustee shall make available to each Certificateholder,
          the Certificate Insurer, the Yield Maintenance Provider, the Seller, any
          NIMS
          Insurer and each Rating Agency, a statement based, as applicable, on loan-level
          information obtained from the Servicer (the “Distribution Date Statement”) as to
          the distributions to be made or made, as applicable, on such Distribution
          Date.
          Information in the Distribution Date Statement relating to or based on
          amounts
          available in the Yield Maintenance Account, the Class 2A-1A2 Yield Maintenance
          Account and the Class 2A-1A3 Yield Maintenance Account shall be based on
          information provided by the Yield Maintenance Provider regarding any Yield
          Maintenance Distributable Amounts, Class 2A-1A2 Yield Maintenance Distributable
          Amounts and Class 2A-1A3 Yield Maintenance Distributable Amounts required
          to be
          paid by the Yield Maintenance Provider for the related Distribution Date
          pursuant to the Yield Maintenance Agreement, the Class 2A-1A2 Yield Maintenance
          Agreement or the Class 2A-1A3 Yield Maintenance Agreement, as applicable.
          The
          Distribution Date Statement shall include the following information, in
          each
          case, with respect to such Distribution Date:

         

        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        

        (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) [Reserved];

         

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

         

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

         

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

         

        (vii) the
          Pool
          Balance, Pool Collateral Balance and the Loan Group Balance for such
          Distribution Date;

         

        (viii) for
          each
          Loan Group, the aggregate Principal Balance of the MTA Indexed Mortgage
          Loans at
          the Close of Business at the end of the related Due Period;

         

        (ix) for
          each
          Loan Group, the amount of fees, expenses or indemnification amounts paid
          by the
          Trust Fund with an identification of the general purpose of such amounts
          and the
          party receiving such amounts;

         

        (x) for
          each
          Loan Group, the number, weighted average remaining term to maturity, weighted
          average life and weighted average Loan Rate of the related Mortgage Loans
          as of
          the related Due Date;

         

        (xi) for
          each
          Loan Group, the number and aggregate unpaid principal balance of the related
          Mortgage Loans, (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, using the OTS
          method;

         

        (xii) for
          each
          Loan Group, 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;

         

        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        

        (xiii) for
          each
          Loan Group, the aggregate amount of any Principal Prepayments, net Principal
          Prepayments or other unscheduled recoveries of principal with respect to
          each
          Loan Group made during the related Prepayment Period;

         

        (xiv) for
          each
          Loan Group, 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
          after giving effect to any distributions made thereon, on such Distribution
          Date;

         

        (xv) the
          Class
          Principal Balance 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) for
          each
          Loan Group, the Monthly Interest Distributable Amount and the Interest
          Distributable Amount in respect of each related 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) for
          each
          Loan Group, the aggregate amount of any Net Interest Shortfalls and the
          Unpaid
          Interest Shortfall Amount for such Distribution Date after giving effect
          to any
          distributions made thereon, on such Distribution Date;

         

        (xviii) for
          each
          Loan Group, the related Available Funds;

         

        (xix) for
          each
          Loan Group, the Pass-Through Rate and related Adjusted Cap Rate for each
          Class
          of Certificates for such Distribution Date; 

         

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

         

        (xxi) for
          each
          Loan Group, the amount of any Principal Deficiency Amounts or Accrued Interest
          Amounts paid to an Undercollateralized Group or amounts paid pursuant to
          Section
          5.01(d);

         

        (xxii) current
          Recoveries allocable to each Loan Group;

         

        (xxiii) cumulative
          Recoveries allocable to each Loan Group; 

         

        (xxiv) the
          amount of any Basis Risk Shortfall, if any, for each Class after giving
          effect
          to any distributions made thereon, on such Distribution Date;

         

        
          
            
            

          

          
            109

            
              

            

          

          
            
            

          

        

        (xxv) for
          each
          Loan Group, the amount of Deferred Interest and Net Deferred Interest,
          if any,
          for such Loan Group;

         

        (xxvi) the
          amount of the Certificate Insurer Reimbursement Amount, if any;

         

        (xxvii) the
          Deficiency Amount, if any, to be paid by the Certificate Insurer; 

         

        (xxviii) the
          amount of Net Deferred Interest, if any, added to the Class Principal Balance
          of
          the Certificates

         

        (xxix) the
          amount of any Unpaid Interest Shortfall Amount;

         

        (xxx) 
          the
          amount of the Group 1 Final Maturity Reserve Amount, the Group 2 Final
          Maturity
          Reserve Amount and the Aggregate Final Maturity Reserve Amount deposited
          in the
          Final Maturity Reserve Account, and, on the Final Maturity Reserve Termination
          Date, the amount distributed from the Final Maturity Reserve Account to
          each
          Class of Certificates;

         

        (xxxi) the
          Overcollateralized Amount for that Distribution Date;

         

        (xxxii) the
          Overcollateralization Target Amount for that Distribution Date; 

         

        (xxxiii) the
          amount remitted by the Administrator to the Trustee pursuant to the Yield
          Maintenance Allocation Agreement; 

         

        (xxxiv) the
          payments, if any, made from the Yield Maintenance Account and the amount
          distributed to the LIBOR Certificates from such payments;

         

        (xxxv) the
          amount on deposit in the Prefunding Account in the aggregate and for each
          Loan
          Group (including a breakdown of amounts released during the prior calendar
          month
          in respect of Aggregate Subsequent Transfer Amounts or amounts included
          in
          Available Funds on the Distribution Date in the month following the end
          of the
          Prefunding Period) and the amount of funds remaining in the Capitalized
          Interest
          Account (after giving effect to distributions on such Distribution Date);
          and

         

        (xxxvi) the
          aggregate Principal Balance and number of Subsequent Mortgage Loans purchased
          in
          the Prefunding Period.

         

        The
          Trustee shall 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 Trustee’s internet website. The Trustee’s internet website
          shall initially be located at “www.ctslink.com.”
          Assistance in using the website can be obtained by calling the Trustee’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
          Trustee 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 Trustee shall provide timely and adequate notification
          to all
          parties regarding any such change.

         

        
          
            
            

          

          
            110

            
              

            

          

          
            
            

          

        

        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
          or
          the report on Form 10-D for such Distribution Date shall also include any
          other
          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 Trustee
          shall, upon written request, furnish to any NIMS Insurer and each Person
          who at
          any time during the calendar year was a Certificateholder of a Regular
          Certificate, if requested in writing by such Person or any NIMS Insurer,
          such
          information as is reasonably necessary to provide to such Person or any
          NIMS
          Insurer a statement containing the information set forth in subclauses
          (i) and
          (ii) above, aggregated for such calendar year or applicable portion thereof
          during which such Person or any NIMS Insurer was a Certificateholder and
          such
          other customary information which a Certificateholder reasonably requests
          to
          prepare its tax returns. Such obligation of the Trustee shall be deemed
          to have
          been satisfied to the extent that substantially comparable information
          shall be
          prepared and furnished by the Trustee to Certificateholders pursuant to
          any
          requirements of the Code as are in force from time to time.

         

        (c) On
          each
          Distribution Date, the Trustee 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 10th calendar day of each month, the Servicer shall deliver to
          the
          Trustee and the Certificate Insurer by telecopy or electronic mail (or
          by such
          other means as the Servicer and the Trustee may agree from time to time)
          the
          Remittance Report with respect to the Distribution Date. No later than
          the Close
          of Business New York time on the fifth Business Day prior to the related
          Distribution Date, the Servicer shall deliver or cause to be delivered
          to the
          Trustee 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 Trustee may reasonably require to perform the calculations
          necessary to make the distributions contemplated by Section 5.01. The Trustee
          shall have no duty or obligation to calculate, recompute or verify any
          information in the Remittance Report or other loan level information that
          it
          receives from the Servicer.

         

        (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 Servicer was required to make an advance pursuant to the Servicing
          Agreement, exceeds the amount on deposit in the Distribution Account which
          will
          be used for an advance with respect to such Mortgage Loan, the Servicer
          shall,
          on the Business Day preceding the Distribution Date, deposit in the Distribution
          Account an amount equal to such deficiency, net of the Servicing Fee, for
          such
          Mortgage Loan except to the extent the 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 Servicer shall continue to make such Advances through the
          date
          that the Servicer is required to do so under the Servicing Agreement. If
          the
          Servicer determines that an Advance is Nonrecoverable, it shall, on or
          prior to
          the related Distribution Date, present an Officer’s Certificate to the Trustee
          (i) stating that the Servicer elects not to make a Advance in a stated
          amount
          and (ii) detailing the reason it deems the advance to be
          Nonrecoverable.

         

        
          
            
            

          

          
            111

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    5.06.

                	
                  Compensating
                    Interest Payments.

                


        

         

        The
          amount of the Servicing Fee payable to the 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 Servicer on the applicable Servicer
          Remittance Date. Such amount shall not be treated as an Advance and shall
          not be
          reimbursable to the Servicer.

         

        
          	 	
                  SECTION
                    5.07.

                	
                  Basis
                    Risk Reserve Fund.

                


        

         

        (a) On
          the
          Closing Date, the Trustee shall establish and maintain in its name, in
          trust for
          the benefit of the Holders of the Offered Certificates, a Basis Risk Reserve
          Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds
          on
          deposit therein shall be held separate and apart from, and shall not be
          commingled with, any other moneys, including, without limitation, other
          moneys
          of the Trustee held pursuant to this Agreement. The Basis Risk Reserve
          Fund
          shall not be an asset of any REMIC established hereby.

         

        (b) On
          each
          Distribution Date, other than the Distribution Date following the optional
          purchase of the Mortgage Loans pursuant to Section 10.01, Net Monthly Excess
          Cashflow shall be deposited in the Basis Risk Reserve Fund to the extent
          of the
          Required Reserve Fund Deposit pursuant to Section 5.01(a)(iv)(G).

         

        (c) On
          any
          Distribution Date for which a Basis Risk Shortfall exists with respect
          to the
          Offered Certificates, the Trustee, as Paying Agent for the Trustee, shall
          withdraw (i) first,
          from
          the Class 2A-1A2 Yield Maintenance Account, the amount of such Basis Risk
          Shortfall for the Class 2A-1A2 Certificates for distribution to the Class
          2A-1A2
          Certificates on such Distribution Date pursuant to Section 5.01(i), (ii)
          second,
          from
          the Class 2A-1A3 Yield Maintenance Account, the amount of such Basis Risk
          Shortfall for the Class 2A-1A3 Certificates for distribution to the Class
          2A-1A3
          Certificates on such Distribution Date pursuant to Section 5.01(j), (ii)
          third,
          from the
          Yield Maintenance Account, the amount of such Basis Risk Shortfall for
          such
          Classes of Certificates for distribution on such Distribution Date pursuant
          to
          Section 5.01(h), and (iii) fourth,
          from
          the Basis Risk Reserve Fund, the amount of any such remaining Basis Risk
          Shortfall for distribution on such Distribution Date to the Senior Certificates
          any related Basis Risk Shortfall for such Distribution Date on a pro
          rata
          basis,
          based on the respective amounts of Basis Risk Shortfalls for such Distribution
          Date and then sequentially to the Class B-1, Class B-2, Class B-3, Class
          B-4,
          Class B-5, Class B-6 and Class B-7 Certificates in that order up to the
          amount
          of Basis Risk Shortfalls due each such Class for such Distribution
          Date.

         

        
          
            
            

          

          
            112

            
              

            

          

          
            
            

          

        

        (d) Funds
          in
          the Basis Risk Reserve Fund shall be invested in Permitted Investments.
          Any
          earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit
          of
          the Class C Certificateholders. The Class C Certificates shall evidence
          ownership of the Basis Risk Reserve Fund for federal income tax purposes
          and the
          Holders thereof shall direct the Trustee, in writing, as to investment
          of
          amounts on deposit therein. The Class C Certificateholder(s) shall be liable
          for
          any losses incurred on such investments. In the absence of written instructions
          from the Class C Certificateholder as to investment of funds on deposit
          in the
          Basis Risk Reserve Fund, such funds shall remain uninvested. For all Federal
          income tax purposes, amounts transferred by the Upper-Tier REMIC to the
          Basis
          Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier
          REMIC to the Class C Certificateholders.

         

        (e) Upon
          termination of the Trust Fund any amounts remaining in the Basis Risk Reserve
          Fund shall be distributed to the Class C Certificateholders.

         

        
          	 	
                  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), to the Class Principal Balance of such Class will be
          increased
          by the amount of related Recoveries collected with regard to the related
          Loan
          Group allocated to such Class 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 Net Realized Losses for such Class for such Distribution Date,
          and

         

        (ii) second,
          the Class Principal Balance of each Class of Subordinate Certificates will
          be
          increased in order of seniority, up to the Net Realized Losses for each
          such
          Class for such Distribution Date.

         

        (b) To
          the
          extent that the Certificate Insurer has made a payment in respect of Realized
          Losses and such amount has not previously been reimbursed pursuant to Section
          5.01(a)(i)(C), 5.01(a)(ii)(B), 5.01(a)(iii)(B), 5.01(a)(iv)(D) or 5.01(g)(ii),
          the Certificate Insurer will be subrogated to the rights of the Holders
          of the
          Insured Certificates and will be entitled to the amount of any such Realized
          Losses paid by it to the Insured Certificates that remains unreimbursed
          prior to
          any Recoveries being allocated to the Holders of the Insured
          Certificates.

         

        
          	 	
                  SECTION
                    5.09.

                	
                  The
                    Final Maturity Reserve Trust.

                


        

         

        (a) The
          Final
          Maturity Reserve Trust is hereby established as a separate trust, the corpus
          of
          which shall be held by the Trustee, in trust, for the benefit of the holders
          of
          the Certificates (other than the Class P and Class R Certificates) and
          the
          Certificate Insurer. The Trustee shall establish an account (the “Final Maturity
          Reserve Account”). The Final Maturity Reserve Account shall be an Eligible
          Account, and funds on deposit therein shall be held separate and apart
          from, and
          shall not be commingled with, any other moneys, including, without limitation,
          other moneys of the Trustee held pursuant to this Agreement. Notwithstanding
          anything herein to the contrary, the Trustee will only establish the Final
          Maturity Reserve Account if there is any Final Maturity Reserve Amount
          to be
          deposited therein.

         

        
          
            
            

          

          
            113

            
              

            

          

          
            
            

          

        

        (b) The
          Trustee shall deposit into the Final Maturity Reserve Account any Final
          Maturity
          Reserve Amounts pursuant to Section 5.01(a)(i)(A). The Trustee shall distribute
          the funds in the Final Maturity Reserve Account pursuant to Section
          5.01(g).

         

        (c) Funds
          in
          the Final Maturity Reserve Account shall be invested in Permitted Investments
          at
          the written direction of the Holders of the Class C Certificates. Any earnings
          on such amounts shall be distributed pursuant to Section 5.01(g). The Class
          C
          Certificates shall evidence ownership of the Final Maturity Reserve Trust
          for
          federal income tax purposes and the Holder thereof shall direct the Trustee,
          in
          writing, as to investment of amounts on deposit therein. The Class C
          Certificateholders shall be liable for any losses incurred on such investments.
          In the absence of written instructions from the Class C Certificateholders
          as to
          investment of funds on deposit in the Final Maturity Reserve Account, such
          funds
          shall remain uninvested.

         

        (d) Upon
          termination of the Final Maturity Reserve Trust, any amounts remaining
          in the
          Final Maturity Reserve Account shall be distributed pursuant to the priorities
          in Section 5.01(g).

         

        (e) For
          federal income tax purposes, any Certificateholder that receives a principal
          payment from the Final Maturity Reserve Trust shall be treated as selling
          a
          portion of its Certificate to the Class C Certificateholder and as having
          received the amount of the principal payment from the Class C Certificateholder
          as the proceeds of the sale. The portion of the Certificate that is treated
          as
          having been sold shall equal the amount of the corresponding reduction
          in the
          Class Principal Balance of such Certificate. Principal payments received
          from
          the Final Maturity Reserve Trust shall not be treated as distributions
          from any
          REMIC created hereby. All principal distributions from the Final Maturity
          Reserve Account shall be accounted for hereunder in accordance with this
          Section
          5.09(e).

         

        
          	
                	SECTION
                  5.10.	
                  Yield
                    Maintenance Agreement; Class 2A-1A2 Yield Maintenance Agreement;
                    Class
                    2A-1A3 Yield Maintenance Agreement; Yield Maintenance Trust;
                    Yield
                    Maintenance Trust Account. 

                


        

         

        On
          or
          prior to the Closing Date, the Administrator, pursuant to the Yield Maintenance
          Allocation Agreement, shall enter into the Yield Maintenance Agreement.
          The
          Administrator shall perform the duties as set forth in the Yield Maintenance
          Agreement and Yield Maintenance Allocation Agreement. 

         

        On
          or
          prior to the Closing Date, the Trustee, on behalf of the Trust Fund, is
          hereby
          authorized and directed to enter into the Class 2A-1A2 Yield Maintenance
          Agreement. On the Business Day prior to each Distribution Date beginning
          in
          January 2007 through and including the Distribution Date in September 2009,
          the
          Trustee shall deposit the Class 2A-1A2 Distributable Amount into the Class
          2A-1A2 Yield Maintenance Account. On each Distribution Date beginning in
          January
          2007 through and including the Distribution Date in September 2009, the
          Trustee
          shall distribute the amount, if any, in the Class 2A-1A2 Yield Maintenance
          Account in accordance with the priority set forth in Section 5.01(i).


         

        
          
            
            

          

          
            114

            
              

            

          

          
            
            

          

        

        Upon
          the
          earlier of the Distribution Date in September 2009 and the termination
          of the
          Trust Fund, the Class 2A-1A2 Yield Maintenance Agreement shall be
          terminated.

         

        On
          or
          prior to the Closing Date, the Trustee, on behalf of the Trust Fund, is
          hereby
          authorized and directed to enter into the Class 2A-1A3 Yield Maintenance
          Agreement. On the Business Day prior to each Distribution Date beginning
          in
          January 2007 through and including the Distribution Date in April 2015,
          the
          Trustee shall deposit the Class 2A-1A3 Distributable Amount into the Class
          2A-1A3 Yield Maintenance Account. On each Distribution Date beginning in
          January
          2007 through and including the Distribution Date in April 2015, the Trustee
          shall distribute the amount, if any, in the Class 2A-1A3 Yield Maintenance
          Account in accordance with the priority set forth in Section 5.01(j).


         

        Upon
          the
          earlier of the Distribution Date in April 2015 and the termination of the
          Trust
          Fund, the Class 2A-1A3 Yield Maintenance Agreement shall be
          terminated.

         

        Pursuant
          to the Yield Maintenance Allocation Agreement, the Administrator shall
          establish
          and maintain (i) the Yield Maintenance Trust into which it shall deposit
          the
          Yield Maintenance Agreement and (ii) the Yield Maintenance Trust Account
          into
          which, on the day prior to each Distribution Date, it will deposit the
          Yield
          Maintenance Distributable Amount, if any, paid by the Yield Maintenance
          Provider
          pursuant to the Yield Maintenance Agreement. Amounts on deposit in the
          Yield
          Maintenance Trust Account shall not be invested and shall not be held in
          an
          interest-bearing account. 

         

        On
          each
          Distribution Date, after remitting the Yield Maintenance Payment Amount
          to the
          Trustee, any amounts remaining on deposit in the Yield Maintenance Trust
          Account
          shall be distributed in accordance with Section 3(a)(ii) of the Yield
          Maintenance Allocation Agreement.

         

        It
          is the
          intention of the parties hereto that, for federal and state income and
          state and
          local franchise tax purposes, the Yield Maintenance Trust Account be disregarded
          as an entity separate from the Holder of the Class C Certificates unless
          and
          until the date when either (a) there is more than one Class C Certificateholder
          or (b) any Class of Certificates in addition to the Class C Certificates
          is
          recharacterized as an equity interest in the Yield Maintenance Trust Account
          for
          federal income tax purposes, in which case it is the intention of the parties
          hereto that, for federal and state income and state and local franchise
          tax
          purposes, the Yield Maintenance Trust Account be treated as a partnership.
          The
          Yield Maintenance Trust Account will be an “outside reserve fund” within the
          meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination
          of the
          Trust Fund, or the payment in full of the Offered Certificates, all amounts
          remaining on deposit in the Yield Maintenance Trust Account shall be distributed
          to the Class C Certificateholders or their designees. The Yield Maintenance
          Trust Account shall not be part of the Trust Fund or of any REMIC and any
          payments to the Holders of the Offered Certificates to pay certain interest
          shortfalls will not be payments with respect to a “regular interest” in a REMIC
          within the meaning of Code Section 860(G)(a)(1).

         

        
          
            
            

          

          
            115

            
              

            

          

          
            
            

          

        

        The
          Administrator shall terminate the Yield Maintenance Agreement upon the
          occurrence of an event of default or termination event under the Yield
          Maintenance Agreement of which the Administrator has actual knowledge.
          In the
          event that the Yield Maintenance Agreement is canceled or otherwise terminated
          for any reason (other than the exhaustion of the interest rate protection
          provided thereby), the Administrator shall, at the direction of
          Certificateholders evidencing Voting Rights not less than 50% of the Offered
          Certificates, and to the extent a replacement contract is available (from
          a
          counterparty designated by the Depositor and acceptable to Certificateholders
          evidencing Voting Rights not less than 50% of the Offered Certificates),
          execute
          a replacement contract comparable to the Yield Maintenance Agreement providing
          interest rate protection which is equal to the then-existing protection
          provided
          by such Yield Maintenance Agreement as certified to the Administrator by
          the
          Depositor; provided,
          however,
          that
          the cost of any such replacement contract providing the same interest rate
          protection may be reduced to a level such that the cost of such replacement
          contract shall not exceed the amount of any early termination payment received
          from the Yield Maintenance Provider.

         

        Upon
          the
          earlier of the Distribution Date in October 2014 and the termination of
          the
          Trust Fund, the Yield Maintenance Agreement shall be terminated. 

         

        By
          accepting a Class C Certificate, each Class C Certificateholder hereby
          agrees to
          direct the Administrator, and the Administrator is hereby directed, to
          deposit
          into the Yield Maintenance Trust Account the amounts described
          above.

         

        
          	 	
                  SECTION
                    5.11.

                	
                  Yield
                    Maintenance Account; Collateral Account; Class 2A-1A2 Yield Maintenance
                    Account; Class 2A-1A3 Yield Maintenance
                    Account.

                


        

         

        The
          Trustee is hereby directed to establish and maintain with itself, a separate,
          segregated account titled “Yield Maintenance Account, Wells Fargo Bank, N.A., as
          Trustee, in trust for the registered Holders of HarborView Mortgage Loan
          Trust
          Mortgage Loan Pass-Through Certificates, Series 2006-12” (the “Yield Maintenance
          Account”) for the benefit of the Offered Certificates, a separate, segregated
          account titled “Collateral Account, Wells Fargo Bank, N.A., as Trustee, in trust
          for the registered Holders of HarborView Mortgage Loan Trust Mortgage Loan
          Pass-Through Certificates, Series 2006-12” (the “Collateral Account”) for the
          benefit of the Offered Certificates, a separate, segregated account titled
          “Yield Maintenance Account, Wells Fargo Bank, N.A., as Trustee, in trust
          for the
          registered Holders of Class 2A-1A2 Certificates, HarborView Mortgage Loan
          Trust
          Mortgage Loan Pass-Through Certificates, Series 2006-12” (the “Class 2A-1A2
          Yield Maintenance Account”) and a separate, segregated account titled “Yield
          Maintenance Account, Wells Fargo Bank, N.A., as Trustee, in trust for the
          registered Holders of Class 2A-1A3 Certificates, HarborView Mortgage Loan
          Trust
          Mortgage Loan Pass-Through Certificates, Series 2006-12” (the “Class 2A-1A3
          Yield Maintenance Account”). Each of the Yield Maintenance Account, the
          Collateral Account, the Class 2A-1A2 Yield Maintenance Account and the
          Class
          2A-1A3 Yield Maintenance Account shall be an Eligible Account, and funds
          on
          deposit therein shall be held separate and apart from, and shall not be
          commingled with, any other moneys, including, without limitation, other
          moneys
          of the Trustee held pursuant to this Agreement. Amounts on deposit in the
          Yield
          Maintenance Account, the Class 2A-1A2 Yield Maintenance Account and the
          Class
          2A-1A3 Yield Maintenance Account shall not be invested and shall not be
          held in
          an interest-bearing account. In the absence of written instructions from
          the
          Yield Maintenance Provider (or its credit support provider) as to investment
          of
          funds on deposit in the Collateral Account, such funds shall be invested
          in the
          Wells Fargo Advantage Prime Money Market Fund or comparable investment
          vehicle.

         

        
          
            
            

          

          
            116

            
              

            

          

          
            
            

          

        

        On
          each
          Distribution Date, the Administrator shall remit the Yield Maintenance
          Payment
          Amount to the Trustee for deposit into the Yield Maintenance Account for
          distribution by the Trustee pursuant to the priorities set forth in Section
          5.01(h). On each Distribution Date, the Trustee shall deposit the Yield
          Maintenance Payment Amount received pursuant to the Class 2A-1A2 Yield
          Maintenance Agreement into the Class 2A-1A2 Yield Maintenance Account for
          distribution pursuant to the priorities set forth in Section 5.01(i). On
          each
          Distribution Date, the Trustee shall deposit the Yield Maintenance Payment
          Amount received pursuant to the Class 2A-1A3 Yield Maintenance Agreement
          into
          the Class 2A-1A3 Yield Maintenance Account for distribution pursuant to
          the
          priorities set forth in Section 5.01(j).

         

        If
          the
          Seller or its affiliate is the Holder of an Offered Certificate, the Seller
          or
          its affiliate shall remit to the Trustee the portion of Yield Maintenance
          Distributable Amount received by the Holder of such Certificate on any
          Distribution Date, and the Trustee shall remit such amounts to the Yield
          Maintenance Provider. If the Seller or its affiliate is the Holder of a
          Class
          2A-1A2 Certificate, the Seller or its affiliate shall remit to the Trustee
          the
          portion of Yield Maintenance Distributable Amounts received by the Holder
          of
          such Certificate on any Distribution Date, and the Trustee shall remit
          such
          amounts to the Yield Maintenance Provider. If the Seller or its affiliate
          is the
          Holder of a Class 2A-1A3 Certificate, the Seller or its affiliate shall
          remit to
          the Trustee the portion of Yield Maintenance Distributable Amounts received
          by
          the Holder of such Certificate on any Distribution Date, and the Trustee
          shall
          remit such amounts to the Yield Maintenance Provider. For purposes of this
          Agreement, the Trustee shall have no duty to confirm that each amount received
          by it from the Seller or its affiliate with respect to the preceding sentence
          is
          the correct amount.

         

        The
          Administrator and the Trustee shall terminate the Yield Maintenance Agreement,
          the Class 2A-1A2 Yield Maintenance Agreement and the Class 2A-1A3 Yield
          Maintenance Agreement, respectively, upon the occurrence of an event of
          default
          or termination event under the Yield Maintenance Agreement, the Class 2A-1A2
          Yield Maintenance Agreement or the Class 2A-1A3 Yield Maintenance Agreement,
          as
          applicable, of which a Responsible Officer of the Trustee has actual knowledge.
          In the event that the Yield Maintenance Agreement is terminated for any
          reason
          (other than the exhaustion of the interest rate protection provided thereby),
          the Trustee shall, at the direction of Certificateholders evidencing Voting
          Rights not less than 50% of the Offered Certificates, and to the extent
          a
          replacement contract is available (from a counterparty designated by the
          Depositor and acceptable to Certificateholders evidencing Voting Rights
          not less
          than 50% of the Offered Certificates), direct the Administrator to execute
          a
          replacement contract comparable to the such Yield Maintenance Agreement
          providing interest rate protection which is equal to the then-existing
          protection provided by such Yield Maintenance Agreement as certified to
          the
          Administrator by the Depositor. In the event that the Class 2A-1A2 Yield
          Maintenance Agreement is terminated for any reason (other than the exhaustion
          of
          the interest rate protection provided thereby), the Trustee shall, at the
          direction of Certificateholders evidencing Voting Rights not less than
          50% of
          the Class 2A-1A2 Certificates, and to the extent a replacement contract
          is
          available (from a counterparty designated by the Depositor and acceptable
          to
          Certificateholders evidencing Voting Rights not less than 50% of the Class
          2A-1A2 Certificates), execute a replacement contract comparable to such
          Class
          2A-1A2 Yield Maintenance Agreement providing interest rate protection which
          is
          equal to the then-existing protection provided by such Class 2A-1A2 Yield
          Maintenance Agreement as certified to the Trustee by the Depositor. In
          the event
          that the Class 2A-1A3 Yield Maintenance Agreement is terminated for any
          reason
          (other than the exhaustion of the interest rate protection provided thereby),
          the Trustee shall, at the direction of Certificateholders evidencing Voting
          Rights not less than 50% of the Class 2A-1A3 Certificates, and to the extent
          a
          replacement contract is available (from a counterparty designated by the
          Depositor and acceptable to Certificateholders evidencing Voting Rights
          not less
          than 50% of the Class 2A-1A3 Certificates), execute a replacement contract
          comparable to such Class 2A-1A3 Yield Maintenance Agreement providing interest
          rate protection which is equal to the then-existing protection provided
          by such
          Class 2A-1A3 Yield Maintenance Agreement as certified to the Trustee by
          the
          Depositor. In each case, provided,
          however,
          that
          the cost of any such replacement contract providing the same interest rate
          protection may be reduced to a level such that the cost of such replacement
          contract shall not exceed the amount of any early termination payment received
          from the Yield Maintenance Provider.

         

        
          
            
            

          

          
            117

            
              

            

          

          
            
            

          

        

        Funds
          required to be held pursuant to the Credit Support Annex shall be deposited
          into
          the Collateral Account. Funds posted by the Yield Maintenance Provider
          (or its
          credit support provider) in the Collateral Account shall be invested in
          Permitted Investments. Any interest earnings on such amounts shall be remitted
          to the Yield Maintenance Provider pursuant to the terms of the credit support
          annex to the Yield Maintenance Agreement. The Trustee shall not be liable
          for
          any losses incurred on such investments. On the same Distribution Date
          as to
          which a shortfall exists with respect to a Yield Maintenance Payment Amount
          owed
          by the Yield Maintenance Provider as a result of its failure to make payments
          pursuant to the Yield Maintenance Agreement, amounts necessary to cover
          such
          shortfall shall be removed from the Collateral Account, remitted to the
          Yield
          Maintenance Account and distributed as all or a portion of such Yield
          Maintenance Payment Amount pursuant to Section 5.01(h). Any amounts on
          deposit
          in the Collateral Account required to be returned to the Yield Maintenance
          Provider (or its credit support provider) as a result of (i) the termination
          of
          the Yield Maintenance Agreement (ii) the procurement of a guarantor, (iii)
          the
          reinstatement of required ratings or (iv) otherwise pursuant to the Yield
          Maintenance Agreement, shall be released directly to the Yield Maintenance
          Provider pursuant to the terms of the credit support annex to the Yield
          Maintenance Agreement.

         

        Upon
          the
          earlier of the Distribution Date in October 2014 and the termination of
          the
          Trust Fund, the Yield Maintenance Account shall be terminated. Upon the
          earlier
          of the Distribution Date in October 2014 and the termination of the Trust
          Fund,
          the Collateral Account shall be terminated and any amounts remaining in
          the
          Collateral Account shall be distributed as required pursuant to the terms
          of the
          Credit Support Annex. Upon the earlier of the Distribution Date in April
          2015
          and upon the termination of the Trust Fund, the Class 2A-1A2 Yield Maintenance
          Account shall be terminated. Upon the earlier of the Distribution Date
          in April
          2015 and upon the termination of the Trust Fund, the Class 2A-1A3 Yield
          Maintenance Account shall be terminated. 

         

        
          
            
            

          

          
            118

            
              

            

          

          
            
            

          

        

        In
          the
          event that the Yield Maintenance Provider fails to perform any of its
          obligations under the Yield Maintenance Agreement (including, without
          limitation, its obligations to make any payment or transfer collateral),
          or
          breaches any of its representations and warranties under the Yield Maintenance
          Agreement or in the event that an Event of Default, Termination Event,
          or
          Additional Termination Event occurs (as such terms are defined in the Yield
          Maintenance Agreement), the Trustee, on behalf of the Yield Maintenance
          Trust,
          shall (upon a Responsible Officer of the Trustee receiving notice or becoming
          aware of the occurrence thereof), no later than the next Business Day following
          such failure, breach or occurrence, notify the Yield Maintenance Provider
          and
          give any notice of such failure and make any demand for payment pursuant
          to the
          Yield Maintenance Agreement. In the event that the Yield Maintenance
          Provider’s
          obligations under the Yield Maintenance Agreement are at any time guaranteed
          by
          a third party, then to the extent that the Yield Maintenance Provider fails
          to
          make any payment or delivery required under terms of the Yield Maintenance
          Agreement, the Trustee, on behalf of the Yield Maintenance Trust, shall
          (upon a
          Responsible Officer of the Trustee receiving notice or becoming aware of
          the
          occurrence thereof), no later than the next Business Day following such
          failure,
          demand that such guarantor make any and all payments then required to be
          made by
          the applicable guarantor.

         

        ARTICLE
          VI

         

        THE
          CERTIFICATES

         

        
          	 	
                  SECTION
                    6.01.

                	
                  The
                    Certificates.

                


        

         

        The
          Certificates shall be substantially in the form annexed hereto as Exhibit
          A
          through D. Each of the Certificates shall, on original issue, be executed
          by the
          Trustee 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, in the case of the 1A-1A, Class 2A-1A1,
          Class
          2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class 2A-2B, Class 2A-2C,
          Class
          B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7
          Certificates; provided,
          however,
          that
          the Offered Certificates and the Class B-7 Certificates shall only be sold
          to
          initial investors in minimum total investment amounts of $100,000. The
          Class C
          and Class P Certificates shall be issued in a minimum Percentage Interest
          of 5%
          and in integral percentage of multiples of 1% in excess thereof. The Class
          R
          Certificates are issuable only in a Percentage Interest of 100%.

         

        The
          Certificates shall be executed on behalf of the Trust Fund by manual or
          facsimile signature on behalf of the Trustee 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 and the Subordinate
          Certificates shall be Book-Entry Certificates. The Residual Certificates
          shall
          be Physical Certificates.

         

        
          
            
            

          

          
            119

            
              

            

          

          
            
            

          

        

        The
          Class
          C and Class P Certificates shall be offered and sold either (i) to Qualified
          Institutional Buyers, 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 Exhibits C-1 or C-2, as applicable, or
          (ii)
          outside the United States in reliance on Regulation S under the 1933 Act,
          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 Exhibits C-1 or C-2 as applicable,
          which
          shall be registered in the name Greenwich Capital Markets, Inc., duly executed
          by the Trustee and authenticated by the Certificate Registrar as hereinafter
          provided. The aggregate principal amounts of the Class C and Class P
          Certificates may from time to time be increased or decreased by adjustments
          made
          on the records of the Certificate Registrar as hereinafter
          provided.

         

        The
          Class
          R Certificates shall be offered and sold only to Qualified Institutional
          Buyers,
          and shall be issued initially in the form of a single Restricted Global
          Security
          with the applicable legends set forth in Exhibit C-3 hereto, which shall
          be
          registered in the name of Greenwich Capital Markets, Inc., duly executed
          by the
          Trustee and authenticated by the Certificate Registrar 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 Trustee is hereby
          appointed, and the Trustee hereby accepts its appointment as, initial
          Certificate Registrar, for the purpose of registering Certificates and
          transfers
          and exchanges of Certificates as herein provided.

         

        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 Trustee on behalf of the Trust Fund 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
          Trustee shall execute on behalf of the Trust Fund, 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.

         

        
          
            
            

          

          
            120

            
              

            

          

          
            
            

          

        

        (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
          Trustee 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,
          any
          NIMS Insurer, 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.

         

        (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 Trustee shall at the Seller’s expense execute on behalf of the Trust Fund
          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 shall notify any NIMS Insurer of
          the
          availability of Definitive Certificates and the Trustee, the Certificate
          Registrar, the Paying Agent and the Depositor shall recognize the Holders
          of the
          Definitive Certificates as Certificateholders hereunder.

         

        
          
            
            

          

          
            121

            
              

            

          

          
            
            

          

        

        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 Servicer, any NIMS Insurer, the Depositor or the Trust Fund,
          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, any NIMS Insurer, the Servicer 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).

         

        
          
            
            

          

          
            122

            
              

            

          

          
            
            

          

        

        (d) No
          transfer, sale, pledge or other disposition of any Private Certificate,
          other
          than a Private Certificate (other than the Residual 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 Fund, the Trustee,
          the
          Certificate Registrar 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 Fund, the
          Trustee,
          the Certificate Registrar 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 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.

         

        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).

         

        None
          of
          the Depositor, the Seller, 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 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 Trust Certificate prior to the termination
          of
          the Final Maturity Reserve Trust, the Yield Maintenance Agreement, in the
          case
          of the Class 2A-1A2 Certificates, the Class 2A-1A2 Yield Maintenance Agreement
          and, in the case of the Class 2A-1A3 Certificates, the Class 2A-1A3 Yield
          Maintenance Agreement, shall be made unless the Certificate Registrar shall
          have
          received a representation letter from the transferee of such Certificate,
          substantially in the form set forth in Exhibit I-2, to the effect that
          either
          (i) such transferee is neither a Plan nor a Person acting on behalf of
          any such
          Plan or using the assets of any such Plan to effect such transfer or (ii)
          the
          acquisition and holding of the ERISA-Restricted Trust Certificate are eligible
          for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”)
          84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or the non-fiduciary
          service provider exemption under Section 408(b)(17) of ERISA or some other
          applicable exemption. Notwithstanding anything else to the contrary herein,
          any
          purported transfer of an ERISA-Restricted Trust Certificate prior to the
          termination of the Final Maturity Reserve Trust, the Yield Maintenance
          Agreement
          , in the case of the Class 2A-1A2 Certificates, the Class 2A-1A2 Yield
          Maintenance Agreement and in the case of the Class 2A-1A3 Certificates,
          the
          Class 2A-1A3 Yield Maintenance Agreement, to or on behalf of a Plan without
          the
          delivery to the Certificate Registrar of a representation letter as described
          above shall be void and of no effect. If the ERISA-Restricted Trust Certificate
          is a Book-Entry Certificate, the transferee will be deemed to have made
          a
          representation as provided in clause (i) or (ii) of this paragraph, as
          applicable.

         

        
          
            
            

          

          
            123

            
              

            

          

          
            
            

          

        

        If
          any
          ERISA-Restricted Trust Certificate, or any interest therein, is acquired
          or held
          in violation of the provisions of the preceding paragraph, the next preceding
          permitted beneficial owner will be treated as the beneficial owner of that
          Certificate, retroactive to the date of transfer to the purported beneficial
          owner. Any purported beneficial owner whose acquisition or holding of an
          ERISA-Restricted Trust Certificate, or interest therein, was effected in
          violation of the provisions of the preceding paragraph shall indemnify
          to the
          extent permitted by law and hold harmless the Depositor and the Certificate
          Registrar from and against any and all liabilities, claims, costs or expenses
          incurred by such parties as a result of such acquisition or
          holding.

         

        To
          the
          extent permitted under applicable law (including, but not limited to, ERISA),
          the Certificate Registrar shall be under no liability to any Person for
          any
          registration of transfer of any ERISA-Restricted Trust Certificate that
          is in
          fact not permitted by this Section or for 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.

         

        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.

         

        (e) Each
          Person who has or who acquires any Ownership Interest in a 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
          a Residual Certificate are expressly subject to the following
          provisions:

         

        (i) Each
          Person holding or acquiring any Ownership Interest in a Residual Certificate
          shall be a Permitted Transferee who acquires such Ownership Interest in
          a
          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.

         

        
          
            
            

          

          
            124

            
              

            

          

          
            
            

          

        

        (ii) No
          Ownership Interest in a Residual Certificate may be registered on the Closing
          Date and no Ownership Interest in a Residual Certificate may thereafter
          be
          transferred, and the Certificate Registrar shall not register the Transfer
          of a
          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 a
          Residual
          Certificate in the form attached hereto as Exhibit L.

         

        (iii) In
          connection with any proposed transfer of any Ownership Interest in a 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 a 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 a
          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.

         

        (v) If
          any
          Person other than a Permitted Transferee acquires any Ownership Interest
          in a
          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.

         

        
          
            
            

          

          
            125

            
              

            

          

          
            
            

          

        

        (vi) If
          any
          Person other than a Permitted Transferee acquires any Ownership Interest
          in a
          Residual Certificate in violation of the restrictions in this Section,
          then the
          Trustee 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 Servicer, 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 (determined
          in
          the case of the Insured Certificates, without giving effect to the Financial
          Guaranty Insurance Policy) 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).

         

        (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.

         

        
          
            
            

          

          
            126

            
              

            

          

          
            
            

          

        

        (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 J-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.

         

        (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 J-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.

         

        
          
            
            

          

          
            127

            
              

            

          

          
            
            

          

        

        (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 Depositor, any NIMS Insurer, the Certificate Registrar
          (and
          with respect to the Insured Certificates, the Certificate Insurer) 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 Trustee shall execute on behalf of the Trust Fund 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.

         

        
          	 	
                  SECTION
                    6.04.

                	
                  Persons
                    Deemed Owners.

                


        

         

        The
          Depositor, the Trustee, the Certificate Registrar, the Certificate Insurer
          (with
          respect to the Insured Certificates), the Paying Agent, any NIMS Insurer
          and any
          agent of the Depositor, the Trustee, the Certificate Registrar, the Certificate
          Insurer, the Paying Agent or any NIMS Insurer 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 Fund,
          the
          Depositor, the Trustee, the Certificate Registrar, the Certificate Insurer,
          the
          Paying Agent, any NIMS Insurer or any agent of any of them shall be affected
          by
          notice to the contrary.

         

        
          
            
            

          

          
            128

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    6.05.

                	
                  Appointment
                    of Paying Agent.

                


        

         

        (a) The
          Trustee, subject to the consent of the Certificate Insurer and any NIMS
          Insurer
          (such consent not to be unreasonably withheld), may appoint a Paying Agent
          (which may be the Trustee) for the purpose of making distributions to
          Certificateholders hereunder. The Trustee hereby appoints itself 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. 

         

        (b) The
          Trustee, as Paying Agent, shall hold all sums, if any, held by it for payment
          to
          the Certificateholders and the Certificate Insurer in trust for the benefit
          of
          the Certificateholders and the Certificate Insurer entitled thereto until
          such
          sums shall be paid to such Certificateholders and the Certificate Insurer
          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.

         

        ARTICLE
          VII


         

        DEFAULT

         

        
          	 	
                  SECTION
                    7.01.

                	
                  Event
                    of Default. 

                


        

         

        (a) If
          an
          Event of Default described in a Servicing Agreement (other than an Event
          of
          Default under Section 11.07(b)) shall occur and be continuing, 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 may, and at the written
          direction of the Holders of Certificates evidencing Voting Rights aggregating
          not less than 51%, shall, by notice then given in writing to the Servicer,
          terminate all of the rights and obligations of the Servicer as servicer
          under
          this Agreement. Any such notice to the Servicer shall also be given to
          the
          Rating Agencies, the Depositor, the Certificate Insurer and the Seller.
          The
          Trustee, upon a Responsible Officer having actual knowledge of such default,
          shall deliver a written notice to the Servicer of the Event of Default
          on any
          Servicer Remittance Date on which the Servicer fails to make any deposit
          or
          payment required pursuant to the Servicing Agreement (including but not
          limited
          to Advances to the extent required pursuant to the Servicing Agreement).
          Pursuant to the Servicing Agreement, on or after the receipt by the Servicer
          (and by the Trustee if such notice is given by the Certificate Insurer
          or the
          Holders) of such written notice, all authority and power of the Servicer
          under
          the Servicing Agreement, with respect to 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 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.


         

        
          
            
            

          

          
            129

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    7.02.

                	
                  Trustee
                    to Act.

                


        

         

        (a) From
          and
          after the date the Servicer (and the Trustee, if notice is sent by the
          Certificate Insurer or the Holders) receives a notice of termination pursuant
          to
          Section 7.01, the Trustee immediately shall be the successor in all respects
          to
          the Servicer in its capacity as servicer under the Servicing 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
          Servicer
          by the terms and provisions hereof arising on and after its succession,
          including the immediate obligation to make Advances. As compensation therefor,
          the Trustee shall be entitled to such compensation as the Servicer would
          have
          been entitled to under the Servicing Agreement if no such notice of termination
          had been given. Notwithstanding the above, (i) if the Trustee is unwilling
          to
          act as successor 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 Servicer under the Servicing Agreement
          in
          the assumption of all or any part of the responsibilities, duties or liabilities
          of the Servicer under the Servicing Agreement; provided,
          that
          the
          appointment of any such successor 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
          such Rating Agency. Pending appointment of a successor to the Servicer
          under the
          Servicing Agreement, 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 Servicer would otherwise have received hereunder.
          Except
          with respect to the making of Advances the defaulting Servicer was required
          to
          make but did not make, the successor Servicer, including the Trustee in
          such
          capacity, shall not be liable for any acts or omissions of the predecessor
          Servicer or for any breach by such Servicer of any of its representations
          or
          warranties made by it in the Servicing Agreement 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.
          

         

        (b) Any
          successor, including the Trustee, to the Servicer under the Servicing Agreement
          shall during the term of its service as Servicer continue to service and
          administer the Mortgage Loans for the benefit of Certificateholders and
          the
          Certificate Insurer pursuant to the terms and conditions of the Servicing
          Agreement, and maintain in force a policy or policies of insurance covering
          errors and omissions in the performance of its obligations as Servicer
          under the
          Servicing Agreement.

         

        (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 Servicer
          to act
          as successor Servicer under this Agreement and the transactions set forth
          or
          provided for herein.

         

        
          
            
            

          

          
            130

            
              

            

          

          
            
            

          

        

        (d) The
          Trustee shall be entitled to be reimbursed by the Trust Fund (pursuant
          to
          Section 4.03(a)(xii)), in the event that the Servicer does not reimburse
          the
          Trustee under the Servicing Agreement, for all costs associated with the
          transfer of servicing from the predecessor Servicer, including, without
          limitation, any costs or expenses associated with the termination of the
          predecessor Servicer, the appointment of a successor servicer, the complete
          transfer of all servicing data and the completion, correction or manipulation
          of
          such servicing data as may be required by the Trustee or any successor
          servicer
          to correct any errors or insufficiencies in the servicing data or otherwise
          to
          enable the Trustee or successor servicer to service the Mortgage Loans
          property
          and effectively.

        


        
          	 	
                  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 the 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 and the Certificate
          Insurer.

         

        
          	 	
                  SECTION
                    7.04.

                	
                  Notification
                    to Certificateholders.

                


        

         

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

         

        (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, any
          NIMS
          Insurer and the Certificate Insurer notice of such occurrence unless such
          Event
          of Default shall have been waived or cured.

         

        ARTICLE
          VIII

         

        THE
          TRUSTEE

         

        
          	 	
                  SECTION
                    8.01.

                	
                  Duties
                    of the Trustee.

                


        

         

        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, undertakes 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.

         

        
          
            
            

          

          
            131

            
              

            

          

          
            
            

          

        

        The
          Trustee, upon receipt of all resolutions, certificates, statements, opinions,
          reports, documents, orders or other instruments furnished to the Trustee,
          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
          the Trustee will not 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 shall take such action
          as it
          deems appropriate to have the instrument corrected. If the instrument is
          not
          corrected to the satisfaction of the Trustee, the Trustee shall provide
          notice
          thereof to the Certificateholders, the Certificate Insurer and any NIMS
          Insurer
          and will, at the expense of the Trust Fund, which expense shall be reasonable
          given the scope and nature of the required action, take such further action
          as
          directed by the Certificateholders, the Certificate Insurer or any NIMS
          Insurer.

         

        On
          each
          Distribution Date, the Trustee, as Paying Agent, shall make monthly
          distributions the Certificateholders from funds in the Distribution Account,
          the
          Basis Risk Reserve Fund, the Yield Maintenance Account, the Class 2A-1A2
          Yield
          Maintenance Account, the Class 2A-1A3 Yield Maintenance Account and the
          Final
          Maturity Reserve Account, as applicable, in each case as provided in Sections
          5.01, 5.07, 5.09 and 5.10 herein.

         

        No
          provision of this Agreement shall be construed to relieve the Trustee 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
          shall be determined solely by the express provisions of this Agreement,
          the
          Trustee shall not be liable except for the performance of such of its 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
          and, in the absence of bad faith on the part of the Trustee, the Trustee
          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 and conforming to the requirements of this Agreement;

         

        (ii) the
          Trustee shall not be liable for an error of judgment made in good faith
          by a
          Responsible Officer of the Trustee unless it shall be proved that the Trustee
          was negligent in ascertaining or investigating the facts related
          thereto;

         

        (iii) the
          Trustee shall not 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 the Certificate Insurer, any NIMS Insurer
          or
          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 under
          this
          Agreement; 

         

        
          
            
            

          

          
            132

            
              

            

          

          
            
            

          

        

        (iv) the
          Trustee shall not be responsible for any act or omission of the Servicer
          (except
          in its capacity as successor servicer to the extent provided in Section
          7.02(a)), the Depositor, the Seller or the Custodian; and

         

        (v) the
          Trustee shall not be charged with knowledge of any Event of Default unless
          a
          Responsible Officer of the Trustee at the Corporate Trust Office obtains
          actual
          knowledge of such failure or the Trustee receives written notice at the
          Corporate Trust Office of such Event of Default.

         

        The
          Trustee shall not appoint any Subcontractor without receiving the prior
          written
          consent of the Depositor to appoint any Subcontractor, which consent shall
          not
          be unreasonably withheld. If the Trustee appoints a Subcontractor without
          receiving such prior written consent, the Trustee shall be deemed to be
          in
          breach of this Agreement and may be removed by the Depositor.

         

        The
          Trustee shall promptly notify the Depositor and the Sponsor of knowledge
          thereof
          (i) of any legal proceedings pending against the Trustee of the type described
          in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become
          (but only to the extent not previously disclosed) at any time an affiliate
          of
          any of the responsible parties listed on Exhibit O. On or before March
          1 of each
          year, the Depositor shall distribute the information on Exhibit O to the
          Trustee.

         

        The
          Trustee shall not 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 to perform,
          or be responsible for the manner of performance of, any of the obligations
          of
          the Servicer under the Servicing 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 Servicer in accordance with the terms of
          the
          Servicing Agreement.

         

        
          	 	
                  SECTION
                    8.02.

                	
                  Certain
                    Matters Affecting the Trustee.

                


        

         

        Except
          as
          otherwise provided in Section 8.01 hereof:

         

        (i) the
          Trustee 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 may prescribe;

         

        
          
            
            

          

          
            133

            
              

            

          

          
            
            

          

        

        (ii) the
          Trustee 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) the
          Trustee shall not 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 or any NIMS Insurer pursuant to the provisions
          of this Agreement, unless such Certificateholders or any NIMS Insurer shall
          have
          offered to the Trustee 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) the
          Trustee shall not 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 Certificate Insurer, any NIMS Insurer or 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 by
          the
          security afforded to it by the terms of this Agreement, the Trustee may
          require
          reasonable indemnity against such cost, expense, liability or payment of
          such
          estimated expenses from the Certificate Insurer, any NIMS Insurer or the
          Certificateholders, as applicable, as a condition to such proceeding. If
          the
          Servicer fails to reimburse the Trustee in respect of the reasonable expense
          of
          every such examination relating to the 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 Servicer until
          such
          time as the Trustee may be required to act as the Servicer pursuant to
          Section
          7.02 hereof and thereupon only for the acts or omissions of the Trustee
          as a
          successor Servicer; 

         

        (vii) the
          Trustee 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 in good faith;

         

        
          
            
            

          

          
            134

            
              

            

          

          
            
            

          

        

        (viii) 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 such
          act;
          and

         

        (ix) in
          order
          to comply with laws, rules, regulations and executive orders in effect
          from time
          to time applicable to banking institutions, including those relating to
          the
          funding of terrorist activities and money laundering (“Applicable Law”), the
          Trustee is required to obtain, verify and record certain information relating
          to
          certain individuals and certain entities which maintain a business relationship
          with the Trustee. Accordingly, each of the parties agrees to provide the
          Trustee
          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
          to comply with Applicable Law.

         

        It
          is
          expressly understood and agreed that the Trustee shall be entitled to all
          the
          rights, protections, immunities, and indemnities set forth herein, with
          respect
          to the Reconstitution Agreement and the Servicing Agreement, and any actions
          taken or omitted by the Trustee pursuant to the terms thereof, as if such
          rights, protections, immunities, and indemnities were specifically set
          forth
          therein.

        


        
          	 	
                  SECTION
                    8.03.

                	
                  Trustee
                    Not Liable for Certificates or Mortgage
                    Loans.

                


        

         

        The
          recitals contained herein and in the Certificates (other than the authentication
          and countersignature on the Certificates) shall be taken as the statements
          of
          the Depositor or the Seller, and the Trustee assumes no responsibility
          for the
          correctness of the same. The Trustee makes no representations or warranties
          as
          to the validity or sufficiency of this Agreement or of the Certificates
          (other
          than the countersignature and authentication on the Certificates) or of
          any
          Mortgage Loan or related document or of MERS or the MERS System. The Trustee
          shall not at any time have any responsibility or liability for or with
          respect
          to the legality, validity and enforceability of the Financial Guaranty
          Insurance
          Policy, 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 its 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 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 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; the acts or omissions of the Servicer (other than if the Trustee
          shall
          assume the duties of the Servicer pursuant to Section 7.02 hereof, and
          then only
          for the acts or omissions of the Trustee as the successor Servicer); or
          any
          action by the Trustee taken at the instruction of the Servicer (other than
          if
          the Trustee shall assume the duties of the Servicer pursuant to Section
          7.02
          hereof, and then only for the actions of the Trustee as the successor 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.

         

        
          
            
            

          

          
            135

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    8.04.

                	
                  Trustee
                    and Custodian May Own
                    Certificates.

                


        

         

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

         

        
          	 	
                  SECTION
                    8.05.

                	
                  Trustee’s
                    Fees and Expenses.

                


        

         

        The
          Trustee shall be compensated by the Trustee Fee as compensation for its
          services
          hereunder. In addition, the Trustee will be entitled to recover from the
          Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket
          expenses, disbursements and advances, including without limitation, in
          connection with any filing that the Trustee is required to make under Section
          3.07 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 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) or under the Financial
          Guaranty Insurance Policy (including the reasonable compensation, expenses
          and
          disbursements of its counsel) or incurred or made by the Trustee under
          each of
          the Yield Maintenance Allocation Agreement, the Yield Maintenance Agreement,
          the
          Class 2A-1A2 Yield Maintenance Agreement and the Class 2A-1A3 Yield Maintenance
          Agreement (including the reasonable compensation, expenses and disbursements
          of
          its counsel) 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
          Certificateholders or the Trust Fund hereunder or thereunder. If funds
          in the
          Distribution Account are insufficient therefor, the Trustee 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.

         

        
          	 	
                  SECTION
                    8.06.

                	
                  Eligibility
                    Requirements for Trustee.

                


        

         

        The
          Trustee hereunder shall at all times (i) be an institution whose accounts
          are
          insured by the FDIC, (ii) 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, having a combined capital
          and
          surplus of at least $50,000,000 and (except with respect to the initial
          Trustee)
          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 and (iii) not be an Affiliate of any Servicer. 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 shall
          cease
          to be eligible in accordance with the provisions of this Section 8.06,
          the
          Trustee shall resign immediately in the manner and with the effect specified
          in
          Section 8.07 hereof.

         

        
          
            
            

          

          
            136

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    8.07.

                	
                  Resignation
                    or Removal of Trustee.

                


        

         

        The
          Trustee (including the Trustee as Certificate Registrar) may at any time
          resign
          and be discharged from the trust hereby created by giving written notice
          thereof
          to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer
          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 and is reasonably acceptable to any NIMS Insurer and the
          Certificate Insurer or, in the case of notice of resignation of the Trustee
          (in
          consultation with the Depositor) shall promptly appoint a successor Trustee
          that
          meets the requirements in Section 8.06 and is reasonably acceptable to
          any NIMS
          Insurer and the Certificate Insurer, in each case, by written instrument,
          with a
          copy of such written instrument delivered to (i) the resigning Trustee,
          (ii) the
          successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer.
          If
          no successor Trustee shall have been so appointed and having accepted
          appointment within 30 days after the giving of such notice of resignation,
          the
          resigning Trustee may petition any court of competent jurisdiction for
          the
          appointment of a successor Trustee.

         

        If
          at any
          time the Trustee (a) shall cease to be eligible in accordance with the
          provisions of Section 8.06 hereof shall fail to resign after written request
          therefor by the Depositor or any NIMS Insurer or if at any time the Trustee,
          (b)
          shall be legally unable to act, or shall be adjudged a bankrupt or insolvent,
          or
          a receiver of the Trustee or of its property shall be appointed, or any
          public
          officer shall take charge or control of the Trustee or of its property
          or
          affairs for the purpose of rehabilitation, conservation or liquidation,
          (c)
          shall fail to deliver to the Depositor and the Sponsor the assessment of
          compliance or an attestation report required under Section 3.04 hereto
          within 15
          calendar days of March 1 of each calendar year in which Exchange Act reports
          are
          required or (d) shall fail to file any Form 10-D or Form 10-K when due
          pursuant
          to Section 3.07 hereof (other than as a result of the failure of the Depositor
          to sign and return to the Trustee such Form 10-D or Form 10-K within the
          time
          limitations of Section 3.07 or any other party to deliver information in
          a
          timely manner as set forth in Section 3.07), then the Depositor or any
          NIMS
          insurer may immediately remove the Trustee. If the Depositor removes the
          Trustee
          under the authority of the immediately preceding sentence, the Depositor
          shall
          promptly appoint a successor Trustee reasonably acceptable to the Certificate
          Insurer, the NIMS Insurer and that meets the requirements of Section 8.06,
          by
          written instrument, with a copy of such written instrument delivered to
          (i) the
          Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate
          Insurer
          and (iv) to any NIMS Insurer.

         

        The
          Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer
          in
          the event of failure of the Trustee to perform its obligations hereunder)
          may at
          any time remove the Trustee 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 acceptable to the NIMS
          Insurer,
          in accordance with this Section.

         

        
          
            
            

          

          
            137

            
              

            

          

          
            
            

          

        

        Any
          resignation or removal of the Trustee and appointment of a successor Trustee
          pursuant to any of the provisions of this Section 8.07 shall not become
          effective until acceptance of appointment by the successor Trustee, as
          provided
          in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy
          is in
          effect, the Trustee will send a written notice to the Certificate Insurer
          of any
          such resignation, removal or appointment. If the Trustee 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 shall also be reimbursed any outstanding
          and
          unpaid costs and expenses.

         

        
          	 	
                  SECTION
                    8.08.

                	
                  Successor
                    Trustee.

                


        

         

        Any
          successor Trustee appointed as provided in Section 8.07 hereof shall execute,
          acknowledge and deliver to the Depositor, any NIMS Insurer, the Seller,
          its
          predecessor Trustee and, as long as the Financial Guaranty Insurance Policy
          is
          in effect, the Certificate Insurer, an instrument accepting such appointment
          hereunder, and thereupon the resignation or removal of the predecessor
          Trustee
          shall become effective, and such successor Trustee, 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. The Depositor, the Seller, the predecessor
          Trustee
          and, as long as the Financial Guaranty Insurance Policy is in effect, the
          Certificate Insurer 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 all such rights, powers, duties and
          obligations.

         

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

         

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

         

        
          	 	
                  SECTION
                    8.09.

                	
                  Merger
                    or Consolidation of Trustee.

                


        

         

        Any
          entity into which the Trustee 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 shall be a party, or any entity succeeding
          to
          the corporate trust business of the Trustee shall be the successor of the
          Trustee 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.

                


        

         

        
          
            
            

          

          
            138

            
              

            

          

          
            
            

          

        

        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,
          the
          Certificate Insurer and any NIMS Insurer 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 and the Certificate
          Insurer, 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.

         

        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 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, the Certificate Insurer and any NIMS Insurer.

         

        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.

         

        
          
            
            

          

          
            139

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    8.11.

                	
                  Limitation
                    of Liability.

                


        

         

        The
          Certificates are executed by the Trustee, not in its individual capacity
          but
          solely as Trustee 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 Trustee 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, the Certificate Insurer
          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, the Certificate Insurer and any
          requesting Certificateholder with its most recent audited financial statements.
          The Trustee shall cooperate fully with the Seller, the Depositor, the
          Certificate Insurer and such Certificateholder and shall, subject to the
          first
          sentence of this Section 8.12(b), make available to the Seller, the Depositor,
          the Certificate Insurer 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, the Certificate Insurer 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.

         

        
          	 	
                  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, the Certificate Insurer
          and the Certificateholders.

         

        
          
            
            

          

          
            140

            
              

            

          

          
            
            

          

        

        
          	 	
                  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 and the Certificate
          Insurer 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 initial custodian
          of the
          Mortgage Loans shall be The Bank of New York. The Bank of New York shall
          be
          compensated by the Trust Fund for its services as custodian as set forth
          in a
          separate agreement between the Trustee and the Custodian.

         

        
          	 	
                  SECTION
                    8.17.

                	
                  Indemnification.

                


        

         

        The
          Trustee and its respective directors, officers, employees and agents shall
          be
          entitled to indemnification from the Trust Fund incurred hereunder or under
          or
          with respect to any Certificate, the Servicing Agreement or under or pursuant
          to
          the Mortgage Loan Purchase Agreement, without negligence or willful misconduct
          on the Trustee’s part, arising out of, or in connection with, the acceptance or
          administration of the trusts created hereunder or in connection with the
          performance of the Trustee’s duties hereunder including the costs and expenses
          of defending themselves against any claim in connection with the exercise
          or
          performance of any of their powers or duties hereunder, provided
          that:

         

        (i) with
          respect to any such claim, the Trustee shall have given the Depositor written
          notice thereof promptly after the Trustee shall have knowledge thereof;
          and

         

        (ii) notwithstanding
          anything to the contrary in this Section 8.17, the Trust Fund shall not
          be
          liable for settlement of any such claim by the Trustee entered into without
          the
          prior consent of the Depositor, which consent shall not be unreasonably
          withheld.

         

        
          
            
            

          

          
            141

            
              

            

          

          
            
            

          

        

        The
          provisions of this Section 8.17 shall survive any termination of this Agreement
          and the resignation or removal of the Trustee and shall be construed to
          include,
          but not be limited to any loss, liability or expense under any environmental
          law. 

         

        
          	 	
                  SECTION
                    8.18.

                	
                  Limitation
                    of Liability of Trustee and Administrator;
                    Indemnification.

                


        

         

        The
          Trustee shall not at any time have any responsibility or liability for
          or with
          respect to the legality, validity and enforceability of the Yield Maintenance
          Agreement, the Yield Maintenance Allocation Agreement, the Class 2A-1A2
          Yield
          Maintenance Agreement or the Class 2A-1A3 Yield Maintenance Agreement.
          The
          Administrator shall not have any liability for any failure or delay in
          payments
          to the Trustee which are required under the Yield Maintenance Allocation
          Agreement where such failure or delay is due to the failure or delay of
          the
          Yield Maintenance Provider in making such payment to the Administrator
          pursuant
          to the Yield Maintenance Agreement. In addition, notwithstanding anything
          to the
          contrary in the Yield Maintenance Agreement, the Class 2A-1A2 Yield Maintenance
          Agreement and the Class 2A-1A3 Yield Maintenance Agreement, the Administrator
          shall not be required to make any payment to the Yield Maintenance Provider.
          Any
          payment to the Yield Maintenance Provider shall be paid on behalf of the
          Administrator by Greenwich Capital Markets, Inc. The Trustee and the
          Administrator and their respective directors, officers, employees and agents
          shall be entitled to be indemnified and held harmless by the Trust Fund
          from and
          against any and all losses, claims, expenses or other liabilities that
          arise by
          reason of or in connection with the performance or observance by the Trustee
          or
          the Administrator of its respective duties or obligations under the Yield
          Maintenance Allocation Agreement, the Yield Maintenance Agreement, the
          Class
          2A-1A2 Yield Maintenance Agreement or the Class 2A-1A3 Yield Maintenance
          Agreement except to the extent that the same is due to the Administrator’s
          negligence, willful misconduct or fraud.

         

        
          	 	
                  SECTION
                    8.19.

                	
                  Administrator’s
                    Fees and Expenses.

                


        

         

        The
          Administrator’s fees under the Yield Maintenance Allocation Agreement, the Yield
          Maintenance Agreement, the Class 2A-1A2 Yield Maintenance Agreement and
          the
          Class 2A-1A3 Yield Maintenance Agreement shall be paid from a portion of
          the
          Trustee Fee. In addition, the Administrator will be entitled to recover
          from the
          Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket
          expenses in the performance of its duties under the Yield Maintenance Allocation
          Agreement. the Yield Maintenance Agreement, the Class 2A-1A2 Yield Maintenance
          Agreement or the Class 2A-1A3 Yield Maintenance Agreement or the administration
          of the Yield Maintenance Trust (including the reasonable compensation,
          expenses
          and disbursements of its counsel) except any such expense, disbursement
          or
          advance as may arise from its negligence or intentional misconduct. If
          funds in
          the Distribution Account are insufficient therefor, the Administrator shall
          recover such expenses from future collections on the Mortgage Loans or
          as
          otherwise agreed by the Certificateholders. 

         

        
          
            
            

          

          
            142

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    8.20.

                	
                  Resignation
                    or Removal of the
                    Administrator.

                


        

         

        The
          Administrator may at any time resign and be discharged from its duties
          and
          obligations under the Yield Maintenance Allocation Agreement by giving
          written
          notice thereof to the Depositor, the Certificate Insurer, the Seller, GCFP,
          any
          NIMS Insurer, the Trustee and each Rating Agency. Upon receiving such notice
          of
          resignation of the Administrator, GCFP shall promptly appoint a successor
          Administrator that is acceptable to any NIMS Insurer by written instrument,
          in
          triplicate, one copy of which instrument shall be delivered to each of
          (i) the
          resigning Administrator, (ii) the successor Administrator and (iii) any
          NIMS
          Insurer. If no successor Administrator shall have been so appointed and
          having
          accepted appointment within 30 days after the giving of such notice of
          resignation, the resigning Administrator may petition any court of competent
          jurisdiction for the appointment of a successor Administrator.

         

        GCFP
          (or
          the Certificate Insurer or any NIMS Insurer in the event of failure of
          the
          Administrator to perform its obligations hereunder) may at any time remove
          the
          Administrator by written instrument or instruments delivered to GCFP, the
          Depositor, the Administrator and the Trustee; GCFP shall thereupon use
          its best
          efforts to appoint a successor Administrator acceptable to the NIMS Insurer,
          in
          accordance with this Section.

         

        Any
          resignation or removal of the Administrator and appointment of a successor
          Administrator, pursuant to any of the provisions of this Section 8.20 shall
          not
          become effective until acceptance of appointment by the successor Administrator.
          As long as the Financial Guaranty Insurance Policy is in effect, the
          Administrator will send a written notice to the Certificate Insurer of
          any such
          resignation, removal or appointment. If the Administrator is removed pursuant
          to
          this Section 8.20, it shall be reimbursed any outstanding and unpaid fees
          and
          expenses.

         

        Notwithstanding
          anything to the contrary contained herein, in the event that the Trustee
          resigns
          or is removed as Trustee hereunder, the Administrator shall have the right
          to
          resign immediately as Administrator by giving written notice to GCFP, the
          Depositor and the Trustee, with a copy to each Rating Agency, the Certificate
          Insurer and any NIMS Insurer. Any Person appointed as successor Trustee
          pursuant
          to Section 8.07 shall also be required to serve as successor Administrator
          under
          the Yield Maintenance Agreement and the Yield Maintenance Allocation
          Agreement.

         

        
          	 	
                  SECTION
                    8.21.

                	
                  Closing
                    Opinion of Counsel.

                


        

         

        On
          or
          before the Closing Date, the Trustee shall cause to be delivered to the
          Depositor, the Seller 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 Trustee
          and the
          enforceability thereof.

         

        
          
            
            

          

          
            143

            
              

            

          

          
            
            

          

        

        ARTICLE
          IX

         

        REMIC
          ADMINISTRATION

         

        
          	 	
                  SECTION
                    9.01.

                	
                  REMIC
                    Administration.

                


        

         

        (a) As
          set
          forth in the Preliminary Statement to this Agreement, three REMIC elections
          shall be made by the Trust Fund. The Trustee shall sign and 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 Trustee 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 Seller 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 Trustee
          in
          fulfilling its duties hereunder (including the Trustee’s duties as tax return
          preparer).

         

        (d) The
          Trustee 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 Trustee.
          Notwithstanding the foregoing, the Trustee 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. If
          one or more Classes of Regular Certificates are issued to one Person (which
          intends to continue to hold the Regular Certificates indefinitely and,
          in any
          case, for at least 30 days), the Trustee, 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
          Trustee.

         

        
          
            
            

          

          
            144

            
              

            

          

          
            
            

          

        

        (e) The
          Trustee 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 Trustee, 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 a Residual Certificate to any disqualified organization and
          (ii) to
          the Certificateholders such information or reports as are required by the
          Code
          or REMIC Provisions. The Trustee, however, shall have no information or
          other
          tax reporting obligations with respect to the Final Maturity Reserve Trust.
          In
          addition, the Administrator shall have no information or other tax reporting
          obligations with respect to the Yield Maintenance Trust.

         

        (f) The
          Trustee (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
          or the Holder of a 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
          any NIMS Insurer 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 NIMS Insurer or their respective 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 any NIMS Insurer has advised it in writing that an Adverse REMIC
          Event could occur. 

         

        (g) Each
          Holder of a 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 the Residual Certificateholder, the Trustee shall pay any remaining
          REMIC taxes out of current or future amounts otherwise distributable to
          the
          Holder of the Residual 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
          Trustee 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.

         

        (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.

         

        
          
            
            

          

          
            145

            
              

            

          

          
            
            

          

        

        (j) The
          Trustee shall not enter into any arrangement by which any REMIC created
          hereunder will receive a fee or other compensation for services.

         

        (k) The
          Trustee shall treat each of the Capitalized Interest Account, the Basis
          Risk
          Reserve Fund, Yield Maintenance Trust, the Yield Maintenance Trust Account,
          the
          Yield Maintenance Account, the Class 2A-1A2 Yield Maintenance Account and
          the
          Class 2A-1A3 Yield Maintenance Account as an outside reserve fund within
          the
          meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of
          any
          REMIC. The Holders of the Class C Certificates are the owners of each such
          outside reserve fund other than the Capitalized Interest Account and the
          Seller
          is the owner of the Capitalized Interest Account.

         

        (l) The
          Trustee shall treat the rights of the Holders of the LIBOR Certificates
          to
          receive distributions to cover Basis Risk Shortfalls and, for the first
          four
          Distribution Dates, any payments on any Class of a Monthly Interest
          Distributable Amount computed at a Pass-Through Rate in excess of the
          Middle-Tier Net WAC Cap, as payments under a cap contract written by the
          Holders
          of the Class C Certificates in favor of the related Holders of the LIBOR
          Certificates. Thus, the LIBOR Certificates shall be treated as representing
          not
          only ownership of regular interests in a REMIC, but also ownership of an
          interest in an interest rate cap contract. For purposes of determining
          the issue
          prices of the Certificates, the interest rate cap contracts shall be assumed
          to
          have a zero value unless and until required otherwise by an applicable
          taxing
          authority.

         

        (m) The
          Trustee shall treat the Final Maturity Reserve Trust as an outside reserve
          fund
          within the meaning of Treasury Regulation Section 1.860G-2(h) owned by
          the
          holders of the Class C Certificates and not assets of any REMIC. The Class
          C
          Certificateholder shall be treated as the owner of the Final Maturity Reserve
          Trust and any payments made from the Final Maturity Reserve Trust to beneficial
          owners of Certificates (other than the Class C Certificates) shall be treated
          for federal income tax purposes as payments made by the Class C
          Certificateholder in exchange for an interest in the Certificates then
          owned by
          such beneficial owners.

         

        (n) For
          federal income tax purposes, upon any sale of the property held by the
          Trust
          Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium
          Proceeds paid by the Servicer shall not be treated as a portion of the
          purchase
          price paid for such property but shall instead be treated as an amount
          paid by
          the Servicer to the Holder of the Class C Certificates pursuant to a cash
          settled call option with respect to the property held by the Trust
          Fund.

         

        
          	 	
                  SECTION
                    9.02.

                	
                  Prohibited
                    Transactions and Activities.

                


        

         

        None
          of
          the Depositor, the 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 the Depositor, the Trustee and
          any NIMS
          Insurer have 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.

         

        
          
            
            

          

          
            146

            
              

            

          

          
            
            

          

        

        ARTICLE
          X


         

        TERMINATION

         

        
          	 	
                  SECTION
                    10.01.

                	
                  Termination.

                


        

         

        (a) The
          respective obligations and responsibilities of the Seller, the Depositor
          and the
          Trustee created hereby (other than the obligation of the Trustee, as Paying
          Agent, to make certain payments to Certificateholders after the final
          Distribution Date and the obligation of the Servicer to send certain notices
          as
          hereinafter set forth) shall terminate upon notice to the Trustee upon
          the
          earliest of (i) the Distribution Date on which the Class Principal Balance
          of each Class of Certificates has been reduced to zero an no Certificate
          Insurer
          Reimbursement Amounts are owed to the Certificate Insurer, (ii) the final
          payment or other liquidation of the last Mortgage Loan, (iii) the optional
          purchase of the Mortgage Loans by the Terminator as described in the following
          paragraph 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 Collateral Balance
          (the
“Call Option Date”), the Servicer (in such context, the “Terminator”), with the
          prior written consent of the NIMS Insurer (which consent shall not be
          unreasonably withheld) or at the direction of the NIMS Insurer 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 aggregate 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 (w) the Terminator, (x) the NIMS Insurer, (y) the Holders of a majority
          in
          Percentage Interest of the Class C Certificates and (z) if the Holders
          of the
          LIBOR Certificates will not receive all amounts due and payable as a result
          of
          the exercise of the option by the Terminator, the Trustee, in their 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 Servicing Fees allocable to such Mortgage Loans and REO Properties
          and
          all amounts, if any, then due and owing to the Trustee and the Certificate
          Insurer under this Agreement, plus
          any
          Basis Risk Shortfalls then remaining unpaid or which is due to the exercise
          of
          such option (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; and, provided,
          further,
          that if
          there are any NIM Notes outstanding, the Servicer may only exercise its
          option
          after receiving the prior written consent of the holders of such NIM Notes
          and,
          if such consent is given, the Termination Price shall also include an amount
          equal to the sum of (1) any accrued interest on the NIM Notes, (2) the
          unpaid
          principal balance of any such NIM Notes and (3) any other reimbursable
          expenses
          owed by the issuer of the NIM Notes (the “NIM Redemption Amount”). If the fair
          market value of the Mortgage Loans and REO Properties shall be required
          to be
          made and agreed upon by the Servicer, if it is Terminator, and the Holders
          of a
          majority of Percentage Interest of the Class C Certificates as provided
          in (ii)
          above in their good faith business judgment, and such determination shall
          take
          into consideration an appraisal of the value of the Mortgage Loans and
          REO
          Properties conducted by an independent appraiser mutually agreed upon by
          the
          Servicer, if it is the Terminator, the Holders of a majority in Percentage
          Interest of the Class C Certificates and the Terminator in their reasonable
          discretion, such appraisal to be obtained by the Holders of a majority
          in
          Percentage Interest of the Class C Certificates at their expense, and (A)
          such
          appraisal shall be obtained at no expense to the Trustee and (B) the Trustee
          may
          conclusively rely on, and shall be protected in relying on, such fair market
          value determination. No such purchase by the Terminator will be permitted
          without the consent of the NIMS Insurer and the consent of the Certificate
          Insurer if a draw on the Financial Guaranty Insurance Policy will be made
          or if
          any amounts due to the Certificate Insurer would remain unreimbursed on
          the date
          of termination.

         

        
          
            
            

          

          
            147

            
              

            

          

          
            
            

          

        

        If
          the
          NIMS Insurer directs the Terminator to exercise its option, then (i) the
          NIMS
          Insurer shall remit the Termination Price in immediately available funds
          to the
          Servicer at least three Business Days prior to the applicable Distribution
          Date
          and, upon receipt of such funds from the NIMS Insurer, the Servicer shall
          promptly deposit such funds in the Distribution Account and (ii) upon the
          termination of the Trust Fund, the Trustee will transfer the property of
          the
          Trust Fund to the NIMS Insurer. The NIMS Insurer shall be obligated to
          reimburse
          the Servicer for its reasonable out-of-pocket expenses incurred in connection
          with its termination of the Trust Fund at the direction of the NIMS Insurer
          and
          shall indemnify and hold harmless the Servicer for all losses, liabilities
          or
          expenses resulting from any claims directly resulting from or relating
          to the
          Terminator’s termination of the Trust Fund at the direction of the NIMS Insurer,
          except to the extent such losses, liabilities or expenses arise out of
          or result
          from the Servicer’s negligence, bad faith or willful misconduct. No such
          purchase by the Servicer or the NIMS Insurer will be permitted without
          the
          consent of the Certificate Insurer if a draw on the Financial Guaranty
          Insurance
          Policy will be made or if any amounts due to the Certificate Insurer would
          remain unreimbursed on the final Distribution Date.

         

        In
          connection with any such purchase pursuant to the preceding paragraph,
          the
          Servicer shall deposit in the Distribution Account all amounts then on
          deposit
          in the Servicing Account, which deposit shall be deemed to have occurred
          immediately preceding such purchase.

         

        Notwithstanding
          anything provided herein to the contrary, upon the exercise of the Terminator
          of
          its Call Option, the Servicing Rights Owner shall retain any and all related
          Servicing Rights with respect to the Mortgage Loans.

         

        
          
            
            

          

          
            148

            
              

            

          

          
            
            

          

        

        No
          such
          purchase by the Servicer will be permitted without the consent of the
          Certificate Insurer if a draw on the Financial Guaranty Insurance Policy
          will be
          made or if any amounts due to the Certificate Insurer would remain unreimbursed
          on the final Distribution Date.

         

        (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 Certificate Registrar for payment of the final distribution
          and cancellation, shall be given promptly by the Trustee upon the Trustee
          receiving notice of such date from the 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 Certificate Registrar
          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 Certificate Registrar therein
          specified. The Trustee shall give such notice to the Certificate Insurer
          and the
          Certificate Registrar at the time such notice is given to Holders of the
          Certificates. Upon any such termination, the duties of the Certificate
          Registrar
          with respect to the Certificates shall terminate and the Trustee shall
          terminate
          the Distribution Account and any other account or fund maintained with
          respect
          to the Certificates, subject to the Trustee’s obligation hereunder to hold all
          amounts payable to Certificateholders in trust without interest pending
          such
          payment.

         

        (c) Upon
          presentation and surrender of the Certificates, the Trustee, 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; provided,
          however,
          that
          with respect to amounts that would otherwise be distributed to the Class
          R
          Certificates (i) with respect to the Group 1 Mortgage Loans on the final
          Distribution Date, such amounts, if any, shall be distributed to the Class
          2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A, Class 2A-2B
          and
          Class 2A-2C Certificates, pro
          rata
          up to
          the amount by which the aggregate Class Principal Balance of the classes
          of
          Senior Certificates related to Loan Group 2 on such date is greater than
          the
          Loan Group Balance of the related Group 2 Mortgage Loans for such Distribution
          Date and (ii) with respect to the Group 2 Mortgage Loans on the final
          Distribution Date, such amounts, if any, shall be distributed to the Class
          1A-1A
          Certificates, pro
          rata
          up to
          the amount by which the aggregate Class Principal Balance of the classes
          of
          Senior Certificates related to Loan Group 1 on such date is greater than
          the
          Loan Group Balance of the related Group 1 Mortgage Loans 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
          Trustee 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 within six months, the Trustee 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 Servicer shall be
          entitled
          to all unclaimed funds and other assets which remain subject hereto, and
          the
          Trustee upon transfer of such funds shall be discharged of any responsibility
          for such funds, and the Certificateholders shall look to the Servicer for
          payment.

         

        
          
            
            

          

          
            149

            
              

            

          

          
            
            

          

        

        
          	 	
                  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 shall sell any remaining assets of the Trust Fund for cash and,
          within
          90 days of such sale, 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
          Trustee 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 Certificate Insurer obtained at the expense of the
          Seller.

         

        (b) By
          their
          acceptance of Certificates, the Holders thereof hereby agree to appoint
          the
          Trustee as their attorney in fact to undertake the foregoing steps.

         

        
          	 	
                  SECTION
                    10.03.

                	
                  NIMS
                    Insurer Optional Purchase Right of Distressed Mortgage
                    Loans.

                


        

         

        The
          NIMS
          Insurer, if any, may purchase any Distressed Mortgage Loan for a purchase
          price
          equal to the outstanding principal balance of such Mortgage Loan plus accrued
          interest thereon to the date of purchase plus any unreimbursed Advances,
          Servicing Advances or Servicing Fees allocable to such Distressed Mortgage
          Loan.
          Any such purchase shall be accomplished by the NIMS Insurer’s remittance of the
          purchase price for the Distressed Mortgage Loan to the Trustee for deposit
          into
          the Distribution Account. The NIMS Insurer shall not use any procedure
          in
          selecting Distressed Mortgage Loans to be purchased which would be materially
          adverse to Certificateholders.

         

        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.

         

        
          
            
            

          

          
            150

            
              

            

          

          
            
            

          

        

        ARTICLE
          XII

         

        MISCELLANEOUS
          PROVISIONS

         

        
          	 	
                  SECTION
                    12.01.

                	
                  Amendment.

                


        

         

        This
          Agreement may be amended from time to time by the Seller, the Depositor and the
          Trustee (with the consent of any NIMS Insurer) without the consent of the
          Certificateholders and, with respect to any amendment that adversely affects
          the
          interest of any of the Certificate Insurer or the Holders of the Insured
          Certificates, with the prior written consent of the Certificate Insurer,
          (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 not
          adversely affect in any material respect the interests of any Certificateholder;
          provided,
          further,
          that
          any such action listed in (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, any NIMS
          Insurer, the Certificate Insurer and the Trustee from the 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
          (without regard to the Financial Guaranty Insurance Policy) or (ii) an
          Opinion of Counsel to the effect that such amendment shall not adversely
          affect
          in any material respect the interests of any Certificateholder (without
          taking
          into account the benefits under the Financial Guaranty Insurance Policy),
          is
          permitted by the Agreement and all the conditions precedent, if any, have
          been
          complied with, delivered to the Trustee, any NIMS Insurer and the Certificate
          Insurer.

         

        In
          addition, this Agreement may be amended from time to time by Seller, the
          Depositor and the Trustee with the consent of any NIMS Insurer, the Majority
          Certificateholders and the Certificate Insurer (if the proposed amendment
          adversely affects in any respect the rights and interest of the Certificate
          Insurer) 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 5.01(a) hereof, to the consent
          of The
          Bank of New York as 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 the Rating Agency.

         

        
          
            
            

          

          
            151

            
              

            

          

          
            
            

          

        

        Notwithstanding
          any provision of this Agreement to the contrary, each of the Trustee and
          the
          NIMS Insurer shall not consent to any amendment to (1) this Agreement unless
          they 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 an Adverse REMIC Event 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 and
          (2) the Reconstitution Agreement unless it shall have first received the
          consent
          of the Certificate Insurer.

         

        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 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 Servicer, the Certificate Insurer,
          the NIMS Insurer 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 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 and the Certificate
          Insurer.

         

        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.

         

        
          
            
            

          

          
            152

            
              

            

          

          
            
            

          

        

        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.

         

        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, with the prior written
          consent of any NIMS Insurer, 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 and no direction inconsistent with such
          written
          request has been given the Trustee by such Certificateholder or any NIMS
          Insurer. It is understood and intended, and expressly covenanted by each
          Certificateholder with every other Certificateholder, any NIMS Insurer
          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 the
          rights of any NIMS Insurer, or to obtain or seek to obtain priority over
          or
          preference to any other such Holder or any NIMS Insurer, 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,
          the NIMS Insurer and the Trustee shall be entitled to such relief as can
          be
          given either at law or in equity.

         

        By
          accepting its Insured Certificate, each Holder of an Insured Certificate
          agrees
          that, unless a Certificate Insurer Default exists and is continuing, the
          Certificate Insurer shall have the right to exercise all rights of the
          Holders
          of the Insured Certificates under this Agreement (other than the right
          to
          receive distributions on the Insured Certificates) without any further
          consent
          of the Holders of the Insured Certificates and the Holders of the Insured
          Certificates shall exercise any such rights only upon the written consent
          of the
          Certificate Insurer; provided,
          however,
          each
          Holder of an Insured Certificate and the Certificate Insurer will have
          the right
          to receive statements and reports hereunder. Notwithstanding the foregoing,
          the
          Certificate Insurer shall have no power without the consent of the Holder
          of
          each Insured Certificate affected thereby to: (i) reduce in any manner
          the
          amount of, or delay the timing of, distributions of principal or interest
          required to be made hereunder or reduce the Percentage Interest of the
          Holders
          of the Insured Certificates, the applicable Pass-Through Rate or the Termination
          Price with respect to any of the Insured Certificates; (ii) reduce the
          percentage of Percentage Interests specified in Section 12.01 which are
          required
          to amend this Agreement; (iii) create or permit the creation of any lien
          against
          any part of the Trust Fund; (iv) modify any provision in any way which
          would
          permit an earlier retirement of the Insured Certificates; or (v) amend
          this
          sentence.

         

        
          
            
            

          

          
            153

            
              

            

          

          
            
            

          

        

        
          	 	
                  SECTION
                    12.04.

                	
                  Governing
                    Law; Jurisdiction.

                


        

         

        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.

                


        

         

        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 Certificate
          Insurer
          and the Trustee in writing by the Seller, (b) in the case of the Trustee,
          for
          certificate transfer purposes to the Corporate Trust Office or such other
          address or telecopy number as may hereafter be furnished to the Depositor,
          the
          Certificate Insurer and the Seller in writing by the Trustee, 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
          Mortgage Loan Trust 2006-12) (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 Certificate
          Insurer and the Trustee in writing by the Depositor; and (d) in the case
          of the
          Certificate Insurer, to Financial Security Assurance Inc., 31 West
          52nd
          Street,
          New York, New York 10019, Attention: Surveillance Department (telecopy
          number
          (212) 339-3518),
          or such other address or telecopy number as may be furnished to the Depositor,
          the Seller and the Trustee in writing by the Certificate Insurer.
          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 Trustee to the Depositor pursuant to Section 3.19 may
          be
          delivered by the Trustee, 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 Trustee 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.

         

        
          
            
            

          

          
            154

            
              

            

          

          
            
            

          

        

        
          	 	
                  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.

                	
                  Notice
                    to the Rating Agencies.

                


        

         

        (a) The
          Trustee shall be obligated to use its best reasonable efforts promptly
          to
          provide notice to the Rating Agencies, the Certificate Insurer and any
          NIMS
          Insurer with respect to each of the following of which a Responsible Officer
          of
          the Trustee 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;

         

        (iii) the
          resignation or termination of the Servicer 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 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 Servicer:

         

        (c) The
          Trustee shall promptly furnish to each Rating Agency copies of the following,
          unless such documents were made available on the Trustee’s website:

         

        (i) each
          Distribution Date Statement described in Section 5.04 hereof;

         

        (ii) each
          annual statement as to compliance described in Section 3.05 hereof;

         

        (iii) each
          annual assessment of compliance and attestation report described in Section
          3.05
          hereof; and

         

        (iv) each
          notice delivered to the Trustee pursuant to Section 5.05(b) hereof which
          relates
          to the fact that the Servicer has not made an Advance.

         

        (d) 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:

         

        
          
            
            

          

          
            155

            
              

            

          

          
            
            

          

        

        If
          to
          Moody’s, to:

        


        Moody’s
          Investors Service, Inc.

        99
          Church
          Street 

        New
          York,
          New York 10007

        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

        Facsimile
          number: (212) 438-2661

        


        
          	 	
                  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.

         

        The
          Certificate Insurer is an intended third-party beneficiary of this Agreement
          with respect to the rights of the Classes of Insured Certificates. Any
          right
          conferred to the Certificate Insurer, other than the rights to (1) receive
          notices or documentation, (2) consent to amendments to this Agreement,
          but
          solely to the extent that any such amendment would materially and adversely
          affect the Certificate Insurer (in such capacity), and (3) receive reimbursement
          amounts to which it is entitled under this Agreement, shall be suspended
          after
          the occurrence and during the continuation of a Certificate Insurer Default.
          During any period of suspension, the Certificate Insurer’s rights hereunder
          shall vest in the Holders of the Insured Certificates (to the extent such
          Holders otherwise has such rights hereunder). At such time as the Class
          Principal Balance of the Insured Certificates has been reduced to zero
          and the
          Certificate Insurer has been reimbursed for all amounts to which it is
          entitled
          hereunder, the Certificate Insurer’s rights hereunder shall
          terminate.

         

        The
          Depositor shall promptly notify the Custodian and the Trustee in writing
          of the
          issuance of any Class of NIMS Securities and the identity of any related
          NIMS
          Insurer. Thereafter, the NIMS Insurer shall be deemed a third-party beneficiary
          of this Agreement to the same extent as if it were a party hereto, and
          shall be
          subject to and have the right to enforce the provisions of this Agreement
          so
          long as the NIMS Securities remaining outstanding or the NIMS Insurer is
          owed
          amounts in respect of its guarantee of payment of such NIMS Securities.
          Nothing
          in this Agreement or in the Certificates, express or implied, shall give
          to any
          Person, other than the parties to this Agreement and their successors hereunder,
          the Yield Maintenance Provider and its successors and assignees under each
          of
          the Yield Maintenance Agreement, the Class 2A-1A2 Yield Maintenance Agreement
          and the Class 2A-1A3 Yield Maintenance Agreement, the Holders of the
          Certificates and the NIMS Insurer, any benefit or any legal or equitable
          right,
          power, remedy or claim under this Agreement.

         

        
          
            
            

          

          
            156

            
              

            

          

          
            
            

          

        

        
          	 	
                  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. 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.

         

        
          	 	
                  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, any NIM Security Holder 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. 

         

        
          
            
            

          

          
            157

            
              

            

          

          
            
            

          

        

        The
          Trustee 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 Trustee’s possession). Any reasonable out-of-pocket expenses
          incurred by the Trustee in providing copies of such documents shall be
          reimbursed by the Depositor.

         

        
          	 	
                  SECTION
                    12.14.

                	
                  Transfer
                    of Servicing.

                


        

         

        The
          Trustee shall not consent to or approve the assignment of the Servicing
          Agreement or the servicing thereunder or the delegation of a substantial
          portion
          of Countrywide’s rights or duties thereunder unless it shall have first received
          a letter from each Rating Agency to the effect that such action on the
          part of
          the Servicer will not result in a qualification, withdrawal or downgrade
          of the
          then-current rating of any of the Certificates (without regard to the Financial
          Guaranty Insurance Policy). The Trustee (on behalf of the Trust Fund) shall
          be
          entitled to conclusively rely upon documents received by it pursuant to
          clauses
          (i) and (ii) above in providing such written approval to the Servicer and
          shall
          not be 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 with respect to such approval.

         

        
          
            
            

          

          
            158

            
              

            

          

          
            
            

          

        

        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
          Trustee


        


        By:
          /s/ Graham Oglesby

        Name:
          Graham Oglesby

        Title:
          Assistant Vice President

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        EXHIBIT
          A

         

        FORM
          OF SENIOR 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.

         

        IF
          THE
          RATING OF THIS CERTIFICATE IS BELOW “AA-” OR ITS EQUIVALENT WHEN IT IS ACQUIRED,
          THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
          REPRESENTED AND WARRANTED THAT (A) 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) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING
          UNDERWRITING, 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. [For
          the Class 1A-1A Certificates Only.]

         

        ON
          OR
          PRIOR TO THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL
          MATURITY RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE
          FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF
          1986, AS AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF
          THE FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND
          HOLDING OF SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH
          CERTIFICATE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
          SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY
          PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
          PTCE 95-60, PTCE 96-23, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER
          SECTION 408(b)(17) OF ERISA OR SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR
          IN
          THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH
          THE
          FOREGOING AND WILL FURTHER BE DEEMED TO REPRESENT, WARRANT AND COVENANT
          THAT IT
          WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION
          OF THE
          FOREGOING.
          [For the Class 1A-1A Certificates Only.]

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

        IF
          THE
          RATING OF THIS CERTIFICATE IS BELOW “BBB-” OR ITS EQUIVALENT WHEN IT IS
          ACQUIRED, THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED
          TO
          HAVE REPRESENTED AND WARRANTED THAT (A) 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) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN
          ERISA-QUALIFYING UNDERWRITING, 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.] [For
          the Class 2A-1A1, Class 2A-1A2, Class 2A-1A3, Class 2A-1B, Class 2A-2A,
          Class
          2A-2B and Class 2A-2C Certificates Only.]

         

        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 CODE.

        

          
            	
                    Certificate
                      No.:

                  	
                    [    
                      ]

                  
	 	 
	
                    Cut-Off
                      Date:

                  	
                    November
                      1, 2006

                  
	 	 
	
                    First
                      Distribution Date:

                  	
                    December
                      19, 2006

                  
	 	 
	
                    Initial
                      Certificate Principal

                  	 
	
                    Balance
                      of this Certificate

                  	 
	
                    (“Denomination”):

                  	
                    $[    
                      ]

                  
	 	 
	
                    Original
                      Class Certificate

                  	 
	
                    Principal
                      Balance of this

                  	 
	
                    Class:

                  	
                    $[    
                      ]

                  
	 	 
	
                    Percentage
                      Interest:

                  	
                    100%

                  
	 	 
	
                    Pass-Through
                      Rate:

                  	
                    Variable

                  
	 	 
	
                    CUSIP:

                  	
                    [41162D
                      [      ]

                  
	 	 
	
                    Class:

                  	
                    [[     
                      ]] A - [[     
]]

                  


          

           

          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

          

          
            	
                    Assumed
                      Final Distribution Date:

                  	
                    December
                      2036

                  


          

        

      

       

      
        


        
          
            
            

          

          
            A-3

            
              

            

          

          
            
            

          

        

        HarborView
          Mortgage Loan Trust 

        Mortgage
          Loan Pass-Through Certificates, Series 2006-12

        Class
          [[      ]] A - [[    
 ]]

         

        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 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 pooling and servicing agreement dated as of November 1, 2006 (the
          “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). 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 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 the Depositor. The Trust Fund was created pursuant
          to the Agreement. To the extent not defined herein, capitalized terms used
          herein have the meanings assigned to them 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-4

            
              

            

          

          
            
            

          

        

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          December ___, 2006

         

        WELLS
          FARGO BANK, N.A.,

        not
          in
          its individual capacity,

        but
          solely as Trustee 

        


        


        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-5

            
              

            

          

          
            
            

          

        

        
          EXHIBIT
            B

           

          FORM
            OF SUBORDINATE CERTIFICATE (Public)

           

          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”).

           

          IF
            THE
            RATING OF THIS CERTIFICATE IS BELOW “BBB-” OR ITS EQUIVALENT WHEN IT IS
            ACQUIRED, THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS
            DEEMED TO
            HAVE REPRESENTED AND WARRANTED THAT (A) 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) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF
            AN
            ERISA-QUALIFYING UNDERWRITING, 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. [For
            the Class 1A-1A Certificates Only.]

           

          ON
            OR
            PRIOR TO THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL
            MATURITY RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE
            FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
            SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE
            CODE OF
            1986, AS AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF
            THE FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION
            AND
            HOLDING OF SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH
            CERTIFICATE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
            SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED
            BY
            PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
            PTCE 95-60, PTCE 96-23, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION
            UNDER
            SECTION 408(b)(17) OF ERISA OR SOME OTHER APPLICABLE EXEMPTION. EACH
            INVESTOR IN
            THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE
            WITH THE
            FOREGOING AND WILL FURTHER BE DEEMED TO REPRESENT, WARRANT AND COVENANT
            THAT IT
            WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION
            OF THE
            FOREGOING.

           

          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          

          THIS
            CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
            REFERRED TO HEREIN.

           

          
            	
                    Certificate
                      No.:

                  	
                    1

                  
	 	 
	
                    Cut-Off
                      Date:

                  	
                    November
                      1, 2006

                  
	 	 
	
                    First
                      Distribution Date:

                  	
                    December
                      19, 2006

                  
	 	 
	
                    Initial
                      Certificate Principal

                  	 
	
                    Balance
                      of this Certificate

                  	 
	
                    (“Denomination”):

                  	
                    $[    
                       ]

                  
	 	 
	
                    Original
                      Class Certificate

                  	 
	
                    Principal
                      Balance of this

                  	 
	
                    Class:

                  	
                    $[     
                      ]

                  
	 	 
	
                    Percentage
                      Interest:

                  	
                    100%

                  
	 	 
	
                    Pass-Through
                      Rate:

                  	
                    Variable

                  
	 	 
	
                    CUSIP:

                  	
                    41162D
                      [      ]

                  
	 	 
	
                    Class:

                  	
                    B-[    
                       ]

                  
	 	 
	
                    Assumed
                      Final Distribution Date:

                  	
                    December
                      2036

                  


          

          


          
            
              
              

            

            
              B-2

              
                

              

            

            
              
              

            

          

          HarborView
            Mortgage Loan Trust

          Mortgage
            Loan Pass-Through Certificates, Series 2006-12

          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 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 pooling and servicing agreement dated as of November 1, 2006 (the
            “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). 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 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 the Depositor. The Trust Fund was created
            pursuant
            to the Agreement. To the extent not defined herein, capitalized terms
            used
            herein have the meanings assigned to them 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.

           

          
            
              
              

            

            
              B-3

              
                

              

            

            
              
              

            

          

          IN
            WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
            executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity,

          but
            solely as Trustee 

          


          


          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-4

              
                

              

            

            
              
              

            

          

          
            EXHIBIT
              C-1

             

            FORM
              OF CLASS C CERTIFICATE

             

            THIS
              CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT
              TO THE
              AGREEMENT REFERENCED HEREIN.

             

            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 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 (I)(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, AND THAT (II) SUCH HOLDER IS NOT AN EMPLOYEE
              BENEFIT PLAN
              SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
              AMENDED
              (“ERISA”), OR A PLAN OR ARRANGEMENT SECTION 4975 OF THE INTERNAL REVENUE CODE
              OF
              1986, AS AMENDED (THE “CODE”), THE TRUSTEE OF ANY SUCH PLAN OR A PERSON ACTING
              ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH
              PLAN.

             

            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 OR
              OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
              RETIREMENT
              INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE
              INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO
              HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON
              ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN 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 95-60
              (“PTCE
              95-60”) AND 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 A PLAN WITHOUT AN OPINION OF COUNSEL SATISFACTORY
              TO THE
              CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
              EFFECT.

            THIS
              CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE
              AGREEMENT
              REFERRED TO HEREIN.

             

            
              
                
                

              

              
                C-1-1

                
                  

                

              

              
                
                

              

            

            
              	
                      Certificate
                        No.:

                    	
                      1

                    
	 	 
	
                      Cut-Off
                        Date:

                    	
                      November
                        1, 2006

                    
	 	 
	
                      Initial
                        Certificate Principal

                    	 
	
                      Balance
                        of this Certificate

                    	 
	
                      (“Denomination”):

                    	
                      $[    
                        ]

                    
	 	 
	
                      Original
                        Class

                    	 
	
                      Principal
                        Balance of this

                    	 
	
                      Class:

                    	
                      $[    
                        ]

                    
	 	 
	
                      Percentage
                        Interest:

                    	
                      100%

                    
	 	 
	
                      Class:

                    	
                      C

                    


            

            


            
              
                
                

              

              
                C-1-2

                
                  

                

              

              
                
                

              

            

            HarborView
              Mortgage Loan Trust

            Mortgage
              Loan Pass-Through Certificates, Series 2006-12

            Class
              C

             

            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 first lien mortgage loans (the “Mortgage Loans”) purchased from others
              by

             

            GREENWICH
              CAPITAL ACCEPTANCE, INC., as Depositor.

             

            Funds
              in
              respect of this Certificate are distributable as set forth herein and
              in the
              pooling and servicing agreement dated as of November 1, 2006 (the “Agreement”)
              among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
              Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Wells
              Fargo Bank, N.A., as trustee (the “Trustee”). 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 or the Trustee referred
              to below or
              any of their respective affiliates.

             

            This
              certifies that GREENWICH CAPITAL ACCEPTANCE, INC. 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 distributions with respect to a Trust Fund consisting
              primarily of the Mortgage Loans deposited by the Depositor. The Trust
              Fund was
              created pursuant to the Agreement. To the extent not defined herein,
              capitalized
              terms used herein have the meanings assigned to them 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.

             

            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) if the purchaser is an insurance company, 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.

             

            
              
                
                

              

              
                C-1-3

                
                  

                

              

              
                
                

              

            

            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 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 Trustee 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 on a Class C Certificate in violation of the restrictions
              mentioned above.

             

            
              
                
                

              

              
                C-1-4

                
                  

                

              

              
                
                

              

            

            IN
              WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
              executed.

             

            Dated:
              December ___, 2006

             

            WELLS
              FARGO BANK, N.A.,

            not
              in
              its individual capacity,

            but
              solely as Trustee 

            


            


            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-1-5

                
                  

                

              

              
                
                

              

            

          

        

      

    

    EXHIBIT
      C-2

     

    FORM
      OF CLASS P CERTIFICATE

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO
      THE
      AGREEMENT REFERENCED HEREIN. 

     

    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.

     

    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              November
                1, 2006

            
	 	 
	
              First
                Distribution Date:

            	
              December
                19, 2006

            
	 	 
	
              Initial
                Certificate Principal 

            	 
	
              Balance
                of this Certificate:

            	
              $100

            
	 	 
	
              Original
                Class 

            	
              Principal
                Balance of this 

            
	
              Class:

            	
              $100

            
	 	 
	
              Percentage
                Interest:

            	
              100%

            
	 	 
	
              Class:

            	
              P

            


    

    


    
      
        
        

      

      
        C-2-2

        
          

        

      

      
        
        

      

    

    HarborView
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2006-12

    Class
      P

     

    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 first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Funds
      in
      respect of this Certificate are distributable as set forth herein and in the
      pooling and servicing agreement dated as of November 1, 2006 (the “Agreement”)
      among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
      Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Wells
      Fargo Bank, N.A., as trustee (the “Trustee”). 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 or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that GREENWICH CAPITAL ACCEPTANCE, INC. 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 distributions with respect to a Trust Fund consisting
      primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund
      was
      created pursuant to the Agreement. To the extent not defined herein, capitalized
      terms used herein have the meanings assigned to them 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.

     

    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) if the purchaser is an insurance company, 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.

     

    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    

    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 Trustee 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 on a Class P Certificate in violation of the restrictions
      mentioned above.

     

    
      
         

      

      
        C-2-4

        
          

        

      

      
         

      

    

    


     

    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      December ___, 2006

     

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity,

    but
      solely as Trustee 

    


    


    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-2-5

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        C-3

       

      FORM
        OF CLASS R 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 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) 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 THE OPINION
        OF
        COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL
        BE
        VOID AND OF NO EFFECT.

      


      
        	
                Certificate
                  No.:

              	
                1

              
	 	 
	
                Cut-Off
                  Date:

              	
                November
                  1, 2006

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Class:

              	
                R

              


      

      


      
        
          
          

        

        
          C-3-1

          
            

          

        

        
          
          

        

      

      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2006-12

      Class
        R

       

      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 first lien mortgage loans (the “Mortgage Loans”) purchased from others
        by

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Funds
        in
        respect of this Certificate are distributable as set forth herein and in
        the
        pooling and servicing agreement dated as of November 1, 2006 (the “Agreement”)
        among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Wells
        Fargo Bank, N.A., as trustee (the “Trustee”). 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 or the Trustee referred to below
        or
        any of their respective affiliates.

       

      This
        certifies that GREENWICH CAPITAL ACCEPTANCE, INC. 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 distributions with respect to a Trust Fund consisting
        primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund
        was
        created pursuant to the Agreement. To the extent not defined herein, capitalized
        terms used herein have the meanings assigned to them 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.

       

      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
        Trustee and the Certificate Registrar 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) if the purchaser is an insurance company, 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.

       

      
        
          
          

        

        
          C-3-2

          
            

          

        

        
          
          

        

      

      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 Trustee 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 on a Class R Certificate in violation of the restrictions
        mentioned above.

       

      
        
          
          

        

        
          C-3-3

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:
        December ___, 2006

       

      WELLS
        FARGO BANK, N.A.,

      not
        in
        its individual capacity,

      but
        solely as Trustee 

      


      


      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-3-4

          
            

          

        

        
          
          

        

      

      
        EXHIBIT
          D

         

        FORM
          OF REVERSE CERTIFICATE

         

        HarborView
          Mortgage Loan Trust

        Mortgage
          Loan Pass-Through Certificates, Series 2006-12

        Reverse
          Certificate

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
          Series
          2006-12 (herein collectively called the “Certificates”), and representing a
          beneficial ownership interest in the Trust Fund 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 Certificateholder 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 19th
          day of
          each month, or if the 19th
          day is
          not a Business Day, then on the next succeeding Business Day (the “Distribution
          Date”), commencing on the Distribution Date in December 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 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.

         

        
          
            
            

          

          
            D-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 Fund will be issued to the designated
          transferee or transferees. 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 set forth
          therein,
          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. 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.

         

        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, provided,
          that,
          such
          certificates must be purchased in minimum total investments of at least
          $100,000.

         

        Each
          of
          the Class C, Class P and Class R Certificates shall be issued as a single
          certificate and will be maintained in physical form.

         

        The
          Depositor, the Seller, the Trustee, the Certificate Registrar and any agent
          of
          the foregoing 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, the Certificate Registrar or any agent of any of them shall be
          affected
          by any notice to the contrary.

         

        On
          any
          Distribution Date following the date on which the aggregate of the Stated
          Principal Balances of the Mortgage Loans on such date is equal to or less
          than
          10% of the Cut-Off Date Aggregate Principal Balance, the Servicer, with
          the
          prior written consent of the NIMS Insurer or at the direction of the NIMS
          Insurer may, at its option, terminate the Agreement by purchasing all of
          the
          outstanding Mortgage Loans and REO Properties at the Termination Price
          as
          provided in the Agreement. In the event that the Servicer 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.

         

        To
          the
          extent not defined herein, capitalized terms used herein have the meanings
          assigned to them in the Agreement, and nothing herein shall be deemed
          inconsistent with that meaning.

         

        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

        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

         

        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        

        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.

         

        
          
            
            

          

          
            D-4

            
              

            

          

          
            
            

          

        

        EXHIBIT
          E

         

        [RESERVED]

         

        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        

        
          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]
            [Custodian, on behalf of the Trustee] under a certain Pooling and Servicing
            Agreement dated as of November 1, 2006 among Greenwich Capital Acceptance,
            Inc.,
            as Depositor, Greenwich Capital Financial Products, Inc., as Seller and
            Wells
            Fargo Bank, N.A., as Trustee (the “Pooling and Servicing Agreement”), the
            undersigned [Servicer] hereby requests a release of the Mortgage File
            held by
            you as [Trustee] [Custodian, on behalf of the 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 [Servicer] hereby certifies that all amounts
            received in
            connection with the loan have been or will be credited to a Servicing
            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 [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 [Servicer] hereby certifies that the Purchase
            Price has
            been credited to a Servicing 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
            [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

                  


            	 	 	Mortgage Loan Pass-Through Certificates,
                    Series
                    2006-12


          

           

          Ladies
            and Gentlemen:

           

          Pursuant
            to Section 2.01 of the Pooling and Servicing Agreement dated as of November
            1,
            2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich
            Capital
            Financial Products, Inc., as Seller and Wells Fargo Bank, N.A., as Trustee,
            we
            hereby acknowledge the receipt of the original Mortgage Note with respect
            to
            each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed
            on
            Exhibit 2.

           

          


           

          The
            Bank
            of New York, as Custodian

          


          


          By:
            ___________________________ 

          Name:

          Title:

           

           

          Dated:
            

           

          
            
              
              

            

            
              G-1-1

              
                

              

            

            
              
              

            

          

          EXHIBIT
            1

           

          MORTGAGE
            LOAN SCHEDULE

           

          [To
            be retained in a separate closing binder entitled “HarborView 2006-12 Mortgage
            Loan Schedule” at the Washington DC offices of McKee Nelson LLP] 

           

          
            
              
              

            

            
              G-1-2

              
                

              

            

            
              
              

            

          

          EXHIBIT
            2

           

          EXCEPTION
            REPORT


           

          [To
            be retained in a separate closing binder entitled “HarborView 2006-12 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

                  


          

          


           

          
            	 	
                    Re:

                  	
                    Pooling
                      and Servicing Agreement dated as of November 1, 2006, among


                    Greenwich
                      Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
                      

                    Products,
                      Inc., as Seller and Wells Fargo Bank, N.A., as Trustee, HarborView
                      

                    Mortgage
                      Loan Trust Mortgage Loan Pass-Through Certificates, Series
                      2006-12
                      

                  	 


          

           

          Ladies
            and Gentlemen:

           

          In
            accordance with Section 2.02 of the above-captioned Pooling and Servicing
            Agreement (the “Pooling and Servicing Agreement”), 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) it has received:

           

          
            	 	
                    (i)

                  	
                    all
                      documents required to be delivered to 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), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule
                      accurately
                      reflects information set forth in the Mortgage
                      File.

                  


          

           

          Based
            on
            its review and examination and only as to the foregoing documents, such
            documents appear regular on their face and related 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.

           

          
            
              
              

            

            
              G-2-1

              
                

              

            

            
              
              

            

          

          Capitalized
            words and phrases used herein shall have the respective meanings assigned
            to
            them in the Pooling and Servicing Agreement.

          


           

          WELLS
            FARGO BANK, N.A., 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

                  


          

          


           

          
            	 	
                    Re:

                  	
                    Pooling
                      and Servicing Agreement dated as of November 1, 2006, among


                    Greenwich
                      Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
                      

                    Products,
                      Inc., as Seller and Wells Fargo Bank, N.A., as Trustee, HarborView
                      

                    Mortgage
                      Loan Trust Mortgage Loan Pass-Through Certificates, Series
                      2006-12

                  


          

           

          Ladies
            and Gentlemen:

           

          In
            accordance with Section 2.02 of the above-captioned Pooling and Servicing
            Agreement (the “Pooling and Servicing Agreement”), 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
            Document Exception Report) 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), (xx), (xxi) and (xxiv)
            of the
            definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and
            Servicing Agreement accurately reflects information set forth in the
            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.

           

          Capitalized
            words and phrases used herein shall have the respective meanings assigned
            to
            them in the Pooling and Servicing Agreement.

           

          
            
              
              

            

            
              G-3-1

              
                

              

            

            
              
              

            

          

          


           

          WELLS
            FARGO BANK, N.A., 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
              ___________________, _________________________ 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 Wells Fargo
              Bank,
              N.A., as trustee on behalf of HarborView Mortgage Loan Trust Mortgage
              Loan
              Pass-Through Certificates, Series 2006-12, to accept the transfer of
              the above
              described loan from the Seller.

             

            The
              Seller agrees to indemnify Wells Fargo Bank, N.A. and Greenwich Capital
              Acceptance, Inc. and hold 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 CERTIFICATE

            


             

            [Date]

            


            Greenwich
              Capital Acceptance, Inc.

            600
              Steamboat Road

            Greenwich,
              Connecticut 06830

             

            Wells
              Fargo Bank, N.A.

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

            Attention:
              GC0612


             

            
              	
                    	Re:	
                      HarborView
                        Mortgage Loan Trust Mortgage Loan Pass-Through 

                      Certificates,
                        Series 2006-12, Class R Certificate
 

                    


            

             

             

            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 Fund.

             

            
              
                
                

              

              
                I-1-1

                
                  

                

              

              
                
                

              

            

            3. The
              Transferee hereby acknowledges that under the terms of the Pooling
              and Servicing
              Agreement dated as of November 1, 2006 (the “Agreement”) among Greenwich Capital
              Acceptance, Inc., as Depositor, Greenwich Capital Financial Products,
              Inc., as
              Seller and Wells Fargo Bank, N.A., 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 the Certificate
              Registrar 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 TRUST CERTIFICATES

             

            [Date]

            


            Greenwich
              Capital Acceptance, Inc.

            600
              Steamboat Road

            Greenwich,
              Connecticut 06830

             

            Wells
              Fargo Bank, N.A.

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

            Attention:
              Client Service Manager - HarborView 2006-12

            


            
              	
                    	Re:	
                      HarborView
                        Mortgage Loan Trust Mortgage Loan Pass-Through 

                      Certificates,
                        Series 2006-12, ERISA Restricted Trust 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 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 and any NIMS Insurer 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, any NIMS Insurer 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 Fund.

             

            
              
                
                

              

              
                I-2-1

                
                  

                

              

              
                
                

              

            

            3. The
              Transferee hereby acknowledges that under the terms of the Pooling
              and Servicing
              Agreement dated as of November 1, 2006 (the “Agreement”) among Greenwich Capital
              Acceptance, Inc., as Depositor, Greenwich Capital Financial Products,
              Inc., as
              Seller and Wells Fargo Bank, N.A., 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 the Certificate
              Registrar 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.

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

            Attention:
              Client Service Manager - HarborView 2006-12

            


             

            
              	 	
                      Re:

                    	
                      HarborView
                        Mortgage Loan Trust Mortgage Loan

                    


              	 	 	Pass-Through Certificates, Series 2006-12,
                      Class
                      [C][P][R]


            

             

             

            Ladies
              and Gentlemen:

             

            In
              connection with our acquisition the Class [C][P][R] Certificates (the
              “Certificates”) of the above-captioned series, 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.

            9062
              Old
              Annapolis Road

            Columbia,
              Maryland 21045

            Attention:
              Client Service Manager - HarborView 2006-12

            


             

            
              	 	
                      Re:

                    	
                      HarborView
                        Mortgage Loan Trust Mortgage Loan

                    


              	 	 	Pass-Through Certificates, Series 2006-12,
                      Class
                      [C][P][R]


            

             

             

            Ladies
              and Gentlemen:

             

            In
              connection with our acquisition of the Class [C][P][R] Certificates
              (the
“Certificates”) of the above-captioned series, 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-2

             

            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.

             

            ___ Broker-dealer.
              The
              Buyer is a dealer registered pursuant to Section 15 of the Securities
              Exchange
              Act of 1934.

             

              
                

              

              
                
                  
                    	
                            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

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

            ___ 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.

             

            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.

             

            
              
                
                

              

              
                J-2-4

                
                  

                

              

              
                
                

              

            

            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-2

               

              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 2006-12

              


              Wells
                Fargo Bank, N.A.

              Sixth
                Street & Marquette Avenue

              Minneapolis,
                Minnesota 55479

              


               

              
                	 	
                        Re:

                      	
                        HarborView
                          Mortgage Loan Trust Mortgage Loan

                      


                	 	 	Pass-Through Certificates, Series
                        2006-12, Class
                        R


              

               

               

              Ladies
                and Gentlemen:

               

              In
                connection with our proposed transfer of an Ownership Interest in
                the Class 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 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 RESIDUAL CERTIFICATE

              PURSUANT
                TO SECTION 6.02(e)

               

              HARBORVIEW
                MORTGAGE LOAN TRUST 

              MORTGAGE
                LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-12, 

              CLASS
                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 R
                          Certificate (the
                          “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                          (the “Agreement”) dated as of November 1, 2006, relating to the
                          above-referenced Certificates, among Greenwich Capital
                          Acceptance, Inc.,
                          as Depositor, Greenwich Capital Financial Products, Inc.,
                          as Seller and
                          Wells Fargo Bank, N.A., 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-1

               

              FORM
                OF BACK-UP SARBANES-OXLEY CERTIFICATION

               

              [  ]

              [  ]

              [  ]

              


              [_______],
                the [_______] of [_______] (the “Company”) hereby certifies to the Depositor and
                the Trustee, and each of their officers, directors and affiliates
                that:

               

              (1) I
                have
                reviewed [the servicer compliance statement of the Company provided
                in
                accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
                report on assessment of the Company’s compliance with the Servicing Criteria set
                forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
                accordance with Rules 13a-18 and 15d-18 under the Securities Exchange
                Act of
                1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
                report provided in accordance with Rules 13a-18 and 15d-18 under
                the Exchange
                Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
                servicing reports, officer’s certificates and other information relating to the
                servicing of the Mortgage Loans by the Company during 200[ ] that
                were delivered
                by the Company to any of the Depositor and the Trustee pursuant to
                the Agreement
                (collectively, the “Company Servicing Information”);

               

              (2) Based
                on
                my knowledge, the Company Servicing Information, taken as a whole,
                does not
                contain any untrue statement of a material fact or omit to state
                a material fact
                necessary to make the statements made, in the light of the circumstances
                under
                which such statements were made, not misleading with respect to the
                period of
                time covered by the Company Servicing Information;

               

              (3) Based
                on
                my knowledge, all of the Company Servicing Information required to
                be provided
                by the Company under the Agreement has been provided to the Depositor
                and the
                Trustee;

               

              (4) I
                am
                responsible for reviewing the activities performed by [_______] as
                [_______]
                under the [_______] (the “Agreement”), and based on my knowledge [and the
                compliance review conducted in preparing the Compliance Statement]
                and except as
                disclosed in [the Compliance Statement,] the Servicing Assessment
                or the
                Attestation Report, the Company has fulfilled its obligations under
                the
                Agreement in all material respects; and

               

              (5) [The
                Compliance Statement required to be delivered by the Company pursuant
                to the
                Agreement, and] [The] [the] Servicing Assessment and Attestation
                Report required
                to be provided by the Company and [by any Subservicer or Subcontractor]
                pursuant
                to the Agreement, have been provided to the Depositor and the Trustee.
                Any
                material instances of noncompliance described in such reports have
                been
                disclosed to the Depositor and the Trustee. Any material instance
                of
                noncompliance with the Servicing Criteria has been disclosed in such
                reports.

               

              
                
                  
                  

                

                
                  M-1-1

                  
                    

                  

                

                
                  
                  

                

              

              Capitalized
                terms used but not defined herein have the meanings ascribed to them
                in the
                Pooling and Servicing Agreement dated as of November 1, 2006 (the
“Pooling and
                Servicing Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor,
                Greenwich Capital Financial Products, Inc., as Seller and Wells Fargo
                Bank,
                N.A., as Trustee. Capitalized terms used but not defined herein shall
                have the
                meanings given to them in the Pooling and Servicing Agreement.

              


              


               

              [_______]

              as
                [_______]

              By:  

              Name:

              Title:

              Date:

              
                
                  
                  

                

                
                  M-1-2

                  
                    

                  

                

                
                  
                  

                

              

              EXHIBIT
                M-2

               

              FORM
                OF BACK-UP SARBANES-OXLEY CERTIFICATION TO BE PROVIDED BY THE
                TRUSTEE

               

              Greenwich
                Capital Acceptance, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06380

              Attention:
                Corporate Trust, HarborView Mortgage Loan Trust 2006-10

              


              
                	 	
                        Re:

                      	
                        HarborView
                          Mortgage Loan Trust Mortgage Loan
                          Pass-Through

                      


                	 	 	Certificates, Series 2006-12, issued pursuant
                        to the
                        Pooling and 


                	 	 	Servicing Agreement dated as of November
                        1, 2006, among
                        Greenwich


                	 	 	Capital Acceptance, Inc., as Depositor,
                        Greenwich Capital
                        Financial 


                	 	 	Products, Inc., as Seller and Wells
                        Fargo Bank, N.A.,
                        as Trustee


              

               

              The
                Trustee hereby certifies to the Depositor and its officers, directors
                and
                affiliates, and with the knowledge and intent that they will rely
                upon this
                certification, that:

               

              (1) I
                have
                reviewed the annual report on Form 10-K for the fiscal year [____]
                (the “Annual
                Report”), and all reports on Form 10-D required to be filed in respect of
                period
                covered by the Annual Report (collectively with the Annual Report,
                the
“Reports”), of the Trust;

               

              (2) To
                my
                knowledge, (a)
                the
                Reports, taken as a whole, do not contain any untrue statement of
                a material
                fact or omit to state a material fact necessary to make the statements
                made, in
                light of the circumstances under which such statements were made,
                not misleading
                with respect to the period covered by the Annual Report,
                and (b)
                the Trustee’s assessment of compliance and related attestation report referred
                to below, taken as a whole, do not contain any untrue statement of
                a material
                fact or omit to state a material fact necessary to make the statements
                made, in
                light of the circumstances under which such statements were made,
                not misleading
                with respect to the period covered by such assessment of compliance
                and
                attestation report;

               

              (3) To
                my
                knowledge, the distribution information required to be provided by
                the Trustee
                under the Trust Agreement for inclusion in the Reports is included
                in the
                Reports;

               

              (4) I
                am
                responsible for reviewing the activities performed by the Trustee
                under the
                Trust Agreement, and based on my knowledge and the compliance review
                conducted
                in preparing the assessment of compliance of the Trustee required
                by the Trust
                Agreement, and except as disclosed in the Reports, the Trustee has
                fulfilled its
                obligations under the Trust Agreement in all material respects; and

               

              (5) The
                report on assessment of compliance with servicing criteria applicable
                to the
                Trustee for asset-backed securities of the Trustee and each Subcontractor
                utilized by the Trustee and related attestation report on assessment
                of
                compliance with servicing criteria applicable to it required to be
                included in
                the Annual Report in accordance with Item 1122 of Regulation AB and
                Exchange Act
                Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual
                Report.
                Any material instances of non-compliance are described in such report
                and have
                been disclosed in the Annual Report.

               

              
                
                  
                  

                

                
                  M-2-1

                  
                    

                  

                

                
                  
                  

                

              

              In
                giving
                the certifications above, the Trustee has reasonably relied on information
                provided to it by the following unaffiliated parties: [names of servicer(s),
                subservicer(s), depositor, credit risk manager, custodian(s)]

               

              


              Date:
                ____________________________   

              


              Wells
                Fargo Bank, N.A., as Trustee

              


              


              ____________________________

              [Signature]

              [Title]

              


              
                
                  
                  

                

                
                  M-2-2

                  
                    

                  

                

                
                  
                  

                

              

              EXHIBIT
                N

               

              List
                of
                Servicers and Servicing Agreements 

               

              1.
                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, between GCFP and CHL.

               

              
                
                  
                  

                

                
                  N-1

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

    EXHIBIT
      O

     

    TRANSACTION
      PARTIES

     

    
      	
              Custodian

            	
              The
                Bank of New York

            
	 	 
	
              Depositor

            	
              Greenwich
                Capital Acceptance, Inc.

            
	 	 
	
              Originator

            	
              Countrywide
                Home Loans, Inc.

            
	 	 
	
              Servicer

            	
              Countrywide
                Home Loans Servicing, LP.

            
	 	 
	
              Sponsor
                and Seller

            	
              Greenwich
                Capital Financial Products, Inc.

            
	 	 
	
              Trustee

            	
              Wells
                Fargo Bank, N.A.

            
	 	 
	
              Yield
                Maintenance Provider

            	
              Bear
                Stearns Financial Products Inc.

            


    

    


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      P


     

    FORM
      OF TRUSTEE CERTIFICATE

    


    
      	 	
              Re:
                

            	
              HarborView
                Mortgage Loan Trust (the “Trust”)

            


    

    Mortgage
      Loan Pass-Through Certificates, Series 2006-12

    


    I,
      [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
      as
      Trustee of the Trust, hereby certify to Greenwich Capital Acceptance, Inc.
      (the
“Depositor”), and its officers, directors and affiliates, and with the knowledge
      and intent that they will rely upon this certification, that:

     

    1. I
      have
      reviewed the annual report on Form 10-K for the fiscal year [___], and all
      reports on Form 10-D required to be filed in respect of the period covered
      by
      such Form 10-K of the Depositor relating to the above-referenced trust (the
      “Exchange Act periodic reports”);

     

    2. Based
      on my knowledge, the information prepared by the Trustee, contained, in these
      distribution reports taken as a whole, do not contain any untrue statement
      of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report; and

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement is included in these
      reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated November 1, 2006 (the “Pooling and
      Servicing Agreement”) among the Depositor, Greenwich Capital Financial Products,
      Inc., as the seller (the “Seller”) and the Trustee, as trustee.

     

    Wells
      Fargo Bank, N.A.,

    as
      Trustee 

    


    By:___________________________

    [Name]
      

    [Title]

    [Date]

    


    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        Q

       

      FORM
        OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
        ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“WFBNA”), in
        its capacities as Trustee, shall address, at a minimum, the criteria identified
        as below as “Applicable Servicing Criteria:”

       

      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for WFBNA

              
	
                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.

              	 
	
                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.

              	 
	
                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

              


      

       

      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for WFBNA

              
	
                Reference

              	
                Criteria

              	 


      

      
        	
                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.

              	 
	
                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.

              	 


      

       

      
        
          
          

        

        
          Q-2

          
            

          

        

        
          
          

        

      

      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for WFBNA

              
	
                Reference

              	
                Criteria

              	 


      

      
        	
                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.

              	 
	
                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.

              	 


      

       

      
        
          
          

        

        
          Q-3

          
            

          

        

        
          
          

        

      

      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria
                  for WFBNA

              
	
                Reference

              	
                Criteria

              	 


      

      
        	
                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-4

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      R

     

    FORM
      10-D,
      FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

     

    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 3.07. If the Trustee is indicated below as to any item, then the
      Trustee is primarily responsible for obtaining that information.

     

    Under
      Item 1 of Form 10-D: a) items marked “5.04 statement” are required to be
      included in the periodic Distribution Date statement under Section 5.04,
      provided by the Trustee, based upon information provided by the responsible
      party; and b) items marked “Form 10-D report” are required to be in the Form
      10-D report but not the 5.04 statement, provided by the party indicated.
      Information under all other Items of Form 10-D is to be included in the Form
      10-D report.

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the Distribution Date Statement

            	
              Servicer(1)

              Trustee

               

            
	
              Any
                information required by 1121 which is NOT included on the Distribution
                Date 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
                proceedings known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee
                and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Trust Agreement) or Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Custodian

            	
              Custodian(2)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer 

            	
              Servicer(1)

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            


    

     

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            


    

    
      	
              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

            
	
              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)

            	
              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              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

            


    

     

    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            


    

    
      	
              ▪
                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.

            	 
	
              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

            	
              Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            


    

    (1) This
      information to be provided pursuant to the Servicing Agreement.

    (2) This
      information to be provided pursuant to the Custodial Agreement.

     

    
      	
              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

            	
               

              Depositor

            
	
              Reg
                AB Item 1112(b): Significant Obligors of Pool
                Assets

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

            


    

     

    
      
        
        

      

      
        R-3

        
          

        

      

      
        
        

      

    

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            


    

    
      	
              *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.

            	 
	
              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
                proceedings known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee
                and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Trust Agreement) or Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Custodian

            	
              Custodian(1)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer

            	
              Servicer(2)

            
	
              ▪
                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) 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            


    

     

    
      
        
        

      

      
        R-4

        
          

        

      

      
        
        

      

    

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            


    

    
      	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              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) 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              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) 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer(2)

            
	
              ▪
                Any 1110 Originator

            	
              Depositor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            


    

    (1) This
      information to be provided pursuant to the Custodial Agreement.

    (2) This
      information to be provided pursuant to the Servicing Agreement.

    


    
      	
              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 (with respect to any agreement entered into by such
                party)

            


    

     

    
      
        
        

      

      
        R-5

        
          

        

      

      
        
        

      

    

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              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 (with respect to any agreement entered into by such
                party)

            
	
              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

            
	
              ▪
                Affiliated Servicer

            	
              Servicer(1)

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer(1)

            
	
              ▪
                Other material servicers

            	
              Servicer(1)

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian(2)

            
	
              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

              Trustee

            


    

     

    
      
        
        

      

      
        R-6

        
          

        

      

      
        
        

      

    

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              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 Trust Agreement.

            	
              Trustee
                (only to the extent it is a party to any such documents)

              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 Trustee

               

              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                affiliated servicer, other servicer servicing 10% or more of pool
                assets
                at time of report, other material servicers or trustee.

            	
              Depositor/

              Servicer(1)/Trustee
                

            
	
              Reg
                AB disclosure about any new servicer is also required.

            	
              Servicer(1)/
                Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              New
                Trustee

            
	
              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

            
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee
                (so long as the Trustee is the Paying Agent)

            
	
              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

            


    

     

    
      
        
        

      

      
        R-7

        
          

        

      

      
        
        

      

    

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              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

            


    

    


    (1) This
      information to be provided pursuant to the Servicing Agreement.

    (2) This
      information to be provided pursuant to the Custodial Agreement.

    


    
      
        
        

      

      
        R-8

        
          

        

      

      
        
        

      

    

    EXHIBIT
      S
      -1

     

    FORM
      OF WATCHLIST REPORT

     

    
      
        
        

      

      
        S-1-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      S-2

    


    FORM
      OF LOSS SEVERITY REPORT

    
      
        
        

      

      
        S-2-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      S-3

    


    FORM
      OF PREPAYMENT PREMIUMS REPORT

    
      
        
        

      

      
        S-3-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      S-4

    


    FORM
      OF ANALYTICS REPORT

    


    
      
        
        

      

      
        S-4-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      T

     

    FORM
      OF SUBSEQUENT TRANSFER AGREEMENT

    


    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      U

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    


    Greenwich
      Capital Acceptance, Inc. 

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

    


    Wells
      Fargo Bank, N.A., 

    as
      Trustee to HarborView Mortgage Loan Trust 2006-12

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      HarborView Mortgage Loan Trust 2006-12

    Fax:
      (410) 884-2363

    Attn:
      Corporate Trust Services - HARBORVIEW MORTGAGE LOAN TRUST 2006-12-SEC REPORT
      PROCESSING

    RE:
      **Additional Form [10-D] [10-K] [8-K] Disclosure**Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 3.04, 3.05, 3.06, 3.07, 3.08 and 3.09 of the Pooling
      and
      Servicing Agreement dated as of November 1, 2006, among Greenwich Capital
      Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
      as
      Seller and Wells Fargo Bank, N.A., as Trustee, the undersigned, as [ ], hereby
      notifies you that certain events have come to our attention that [will][may]
      need to be disclosed on Form [10-D] [10-K] [8-K].

     

    Description
      of Additional Form [10-D] [10-K] [8-K] Disclosure:

     

    


     

    


     

    List
      of
      Any Attachments hereto to be included in the Additional Form [10-D] [10-K]
      [8-K]
      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

        
          

        

      

      
        
        

      

    

    EXHIBIT
      V

     

    YIELD
      MAINTENANCE ALLOCATION AGREEMENT

     

     

    
      
        
        

      

      
        V-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      W

     

    YIELD
      MAINTENANCE AGREEMENT

     

     

    
      
        
        

      

      
        W-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      X-1

     

    CLASS
      2A-1A2 YIELD MAINTENANCE AGREEMENT

     

     

    
      
        
        

      

      
        X-1-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      X-2

     

    CLASS
      2A-1A3 YIELD MAINTENANCE AGREEMENT

     

     

    
      
        
        

      

      
        X-2-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      Y

     

    FINANCIAL
      GUARANTY INSURANCE POLICY

     

    
      
        
        

      

      
        Y-1