GREENWICH
      CAPITAL ACCEPTANCE, INC.,

    Depositor

    


    GREENWICH
      CAPITAL FINANCIAL PRODUCTS, INC.,

    Seller

    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and Securities Administrator

    


    


    CLAYTON
      FIXED INCOME SERVICES INC.,

    Credit
      Risk Manager

    


    and

    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      and Custodian

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of December 1, 2006

     

    _________________________________

     

    HarborView
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2006-14


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    Table
      of Contents

     

    Page


    
      
        
          
            	 	 
	
                    ARTICLE
                      I DEFINITIONS; DECLARATION OF TRUST

                  	
                    6

                  
	 	 
	
                    SECTION
                      1.01

                  	
                    Defined
                      Terms

                  	
                    6

                  
	
                    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

                  	
                    67

                  
	
                    SECTION
                      2.03

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

                  	
                    69

                  
	
                    SECTION
                      2.04

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

                  	
                    73

                  
	
                    SECTION
                      2.05

                  	
                    [Reserved]

                  	
                    74

                  
	
                    SECTION
                      2.06

                  	
                    Representations
                      and Warranties of the Depositor

                  	
                    74

                  
	
                    SECTION
                      2.07

                  	
                    Issuance
                      of Certificates

                  	
                    76

                  
	
                    SECTION
                      2.08

                  	
                    Representations
                      and Warranties of the Seller

                  	
                    76

                  
	
                    SECTION
                      2.09

                  	
                    Covenants
                      of the Seller

                  	
                    78

                  
	 	 
	
                    ARTICLE
                      III ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS;
                      CREDIT RISK
                      MANAGER

                  	
                    78

                  
	 	 
	
                    SECTION
                      3.01

                  	
                    Master
                      Servicer to Service and Administer the Mortgage Loans

                  	
                    78

                  
	
                    SECTION
                      3.02

                  	
                    REMIC-Related
                      Covenants

                  	
                    80

                  
	
                    SECTION
                      3.03

                  	
                    Monitoring
                      of Servicers

                  	
                    80

                  
	
                    SECTION
                      3.04

                  	
                    Fidelity
                      Bond

                  	
                    82

                  
	
                    SECTION
                      3.05

                  	
                    Power
                      to Act; Procedures

                  	
                    83

                  
	
                    SECTION
                      3.06

                  	
                    Due-on-Sale
                      Clauses; Assumption Agreements

                  	
                    84

                  
	
                    SECTION
                      3.07

                  	
                    Release
                      of Mortgage Files

                  	
                    84

                  
	
                    SECTION
                      3.08

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

                  	
                    85

                  
	
                    SECTION
                      3.09

                  	
                    Standard
                      Hazard Insurance and Flood Insurance Policies

                  	
                    86

                  
	
                    SECTION
                      3.10

                  	
                    Presentment
                      of Claims and Collection of Proceeds

                  	
                    86

                  
	
                    SECTION
                      3.11

                  	
                    Maintenance
                      of the Primary Insurance Policies

                  	
                    86

                  
	
                    SECTION
                      3.12

                  	
                    Trustee
                      to Retain Possession of Certain Insurance Policies and
                      Documents

                  	
                    87

                  
	
                    SECTION
                      3.13

                  	
                    Realization
                      Upon Defaulted Mortgage Loans

                  	
                    87

                  
	
                    SECTION
                      3.14

                  	
                    Additional
                      Compensation to the Master Servicer

                  	
                    87

                  
	
                    SECTION
                      3.15

                  	
                    REO
                      Property

                  	
                    88

                  
	
                    SECTION
                      3.16

                  	
                    Assessments
                      of Compliance and Attestation Reports

                  	
                    89

                  
	
                    SECTION
                      3.17

                  	
                    Annual
                      Compliance Statement

                  	
                    91

                  
	
                    SECTION
                      3.18

                  	
                    Enforcement
                      of Regulation AB Deliverables

                  	
                    92

                  
	
                    SECTION
                      3.19

                  	
                    Sarbanes-Oxley
                      Certification

                  	
                    92

                  


          

           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          
            	
                    SECTION
                      3.20

                  	
                    Reports
                      Filed with Securities and Exchange Commission

                  	
                    92

                  
	
                    SECTION
                      3.21

                  	
                    Additional
                      Information

                  	
                    98

                  
	
                    SECTION
                      3.22

                  	
                    Intention
                      of the Parties and Interpretation

                  	
                    99

                  
	
                    SECTION
                      3.23

                  	
                    Indemnification

                  	
                    99

                  
	
                    SECTION
                      3.24

                  	
                    [Reserved]

                  	
                    100

                  
	
                    SECTION
                      3.25

                  	
                    [Reserved]

                  	
                    100

                  
	
                    SECTION
                      3.26

                  	
                    [Reserved]

                  	
                    100

                  
	
                    SECTION
                      3.27

                  	
                    [Reserved]

                  	
                    100

                  
	
                    SECTION
                      3.28

                  	
                    Closing
                      Opinion of Counsel

                  	
                    100

                  
	
                    SECTION
                      3.29

                  	
                    [Reserved]

                  	
                    100

                  
	
                    SECTION
                      3.30

                  	
                    Merger
                      or Consolidation of the Master Servicer

                  	
                    100

                  
	
                    SECTION
                      3.31

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

                  	
                    100

                  
	
                    SECTION
                      3.32

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

                  	
                    101

                  
	
                    SECTION
                      3.33

                  	
                    Master
                      Servicer Not to Resign

                  	
                    103

                  
	
                    SECTION
                      3.34

                  	
                    Successor
                      Master Servicer

                  	
                    103

                  
	
                    SECTION
                      3.35

                  	
                    Sale
                      and Assignment of Master Servicing

                  	
                    104

                  
	
                    SECTION
                      3.36

                  	
                    Reporting
                      Requirements of the Commission

                  	
                    104

                  
	
                    SECTION
                      3.37

                  	
                    Duties
                      of the Credit Risk Manager

                  	
                    104

                  
	
                    SECTION
                      3.38

                  	
                    Limitation
                      Upon Liability of the Credit Risk Manager

                  	
                    106

                  
	
                    SECTION
                      3.39

                  	
                    [Reserved]

                  	
                    106

                  
	
                    SECTION
                      3.40

                  	
                    Removal
                      of Credit Risk Manager

                  	
                    106

                  
	 	 
	
                    ARTICLE
                      IV ACCOUNTS

                  	
                    106

                  
	 	 
	
                    SECTION
                      4.01

                  	
                    Servicing
                      Accounts

                  	
                    106

                  
	
                    SECTION
                      4.02

                  	
                    Distribution
                      Account

                  	
                    108

                  
	
                    SECTION
                      4.03

                  	
                    Permitted
                      Withdrawals and Transfers from the Distribution Account

                  	
                    109

                  
	
                    SECTION
                      4.04

                  	
                    [Reserved]

                  	
                    112

                  
	
                    SECTION
                      4.05

                  	
                    Certificate
                      Insurance Policy

                  	
                    112

                  
	
                    SECTION
                      4.06

                  	
                    Prefunding
                      Account

                  	
                    114

                  
	
                    SECTION
                      4.07

                  	
                    Capitalized
                      Interest Account

                  	
                    115

                  
	 	 
	
                    ARTICLE
                      V FLOW OF FUNDS

                  	
                    116

                  
	 	 
	
                    SECTION
                      5.01

                  	
                    Distributions

                  	
                    116

                  
	
                    SECTION
                      5.02

                  	
                    Allocation
                      of Net Deferred Interest

                  	
                    125

                  
	
                    SECTION
                      5.03

                  	
                    Allocation
                      of Realized Losses

                  	
                    125

                  
	
                    SECTION
                      5.04

                  	
                    Statements

                  	
                    126

                  
	
                    SECTION
                      5.05

                  	
                    Remittance
                      Reports; Advances

                  	
                    130

                  
	
                    SECTION
                      5.06

                  	
                    Compensating
                      Interest Payments

                  	
                    131

                  
	
                    SECTION
                      5.07

                  	
                    Basis
                      Risk Reserve Fund

                  	
                    131

                  
	
                    SECTION
                      5.08

                  	
                    Recoveries

                  	
                    132

                  
	
                    SECTION
                      5.09

                  	
                    The
                      Final Maturity Reserve Trust

                  	
                    132

                  
	
                    SECTION
                      5.10

                  	
                    Yield
                      Maintenance Agreement; Yield Maintenance Trust; Yield Maintenance
                      Trust
                      Account

                  	
                    133

                  
	
                    SECTION
                      5.11

                  	
                    Yield
                      Maintenance Account; Collateral Account

                  	
                    134

                  
	 	 


          

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

          
            	
                    ARTICLE
                      VI THE CERTIFICATES

                  	
                    136

                  
	 	 
	
                    SECTION
                      6.01

                  	
                    The
                      Certificates

                  	
                    136

                  
	
                    SECTION
                      6.02

                  	
                    Registration
                      of Transfer and Exchange of Certificates

                  	
                    138

                  
	
                    SECTION
                      6.03

                  	
                    Mutilated,
                      Destroyed, Lost or Stolen Certificates

                  	
                    144

                  
	
                    SECTION
                      6.04

                  	
                    Persons
                      Deemed Owners

                  	
                    144

                  
	
                    SECTION
                      6.05

                  	
                    Appointment
                      of Paying Agent

                  	
                    145

                  
	
                  	 
	
                    ARTICLE
                      VII DEFAULT

                  	
                    145

                  
	 	 
	
                    SECTION
                      7.01

                  	
                    Event
                      of Default

                  	
                    145

                  
	
                    SECTION
                      7.02

                  	
                    Trustee
                      to Act

                  	
                    148

                  
	
                    SECTION
                      7.03

                  	
                    Waiver
                      of Event of Default

                  	
                    149

                  
	
                    SECTION
                      7.04

                  	
                    Notification
                      to Certificateholders

                  	
                    149

                  
	 	 
	
                    ARTICLE
                      VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                  	
                    149

                  
	 	 
	
                    SECTION
                      8.01

                  	
                    Duties
                      of the Trustee and the Securities Administrator

                  	
                    149

                  
	
                    SECTION
                      8.02

                  	
                    Certain
                      Matters Affecting the Trustee and the Securities
                      Administrator

                  	
                    151

                  
	
                    SECTION
                      8.03

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

                  	
                    153

                  
	
                    SECTION
                      8.04

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

                  	
                    154

                  
	
                    SECTION
                      8.05

                  	
                    Trustee’s
                      and Securities Administrator’s Fees and Expenses

                  	
                    154

                  
	
                    SECTION
                      8.06

                  	
                    Eligibility
                      Requirements for Trustee and Securities Administrator

                  	
                    155

                  
	
                    SECTION
                      8.07

                  	
                    Resignation
                      or Removal of Trustee and Securities Administrator

                  	
                    155

                  
	
                    SECTION
                      8.08

                  	
                    Successor
                      Trustee and Successor Securities Administrator

                  	
                    157

                  
	
                    SECTION
                      8.09

                  	
                    Merger
                      or Consolidation of Trustee or Securities Administrator

                  	
                    157

                  
	
                    SECTION
                      8.10

                  	
                    Appointment
                      of Co-Trustee or Separate Trustee

                  	
                    158

                  
	
                    SECTION
                      8.11

                  	
                    Limitation
                      of Liability

                  	
                    159

                  
	
                    SECTION
                      8.12

                  	
                    Trustee
                      May Enforce Claims Without Possession of Certificates

                  	
                    159

                  
	
                    SECTION
                      8.13

                  	
                    Suits
                      for Enforcement

                  	
                    160

                  
	
                    SECTION
                      8.14

                  	
                    Waiver
                      of Bond Requirement

                  	
                    160

                  
	
                    SECTION
                      8.15

                  	
                    Waiver
                      of Inventory, Accounting and Appraisal Requirement

                  	
                    160

                  
	
                    SECTION
                      8.16

                  	
                    Appointment
                      of Custodians

                  	
                    160

                  
	
                    SECTION
                      8.17

                  	
                    Limitation
                      of Liability of Trustee and Administrator; Indemnification

                  	
                    161

                  
	
                    SECTION
                      8.18

                  	
                    Administrator’s
                      Fees and Expenses

                  	
                    161

                  
	
                    SECTION
                      8.19

                  	
                    Resignation
                      or Removal of the Administrator

                  	
                    161

                  
	
                    SECTION
                      8.20

                  	
                    Closing
                      Opinion of Counsel

                  	
                    162

                  
	 	 
	
                    ARTICLE
                      IX REMIC ADMINISTRATION

                  	
                    162

                  
	 	 
	
                    SECTION
                      9.01

                  	
                    REMIC
                      Administration

                  	
                    162

                  
	
                    SECTION
                      9.02

                  	
                    Prohibited
                      Transactions and Activities

                  	
                    165

                  
	
                    ARTICLE
                      X TERMINATION

                  	
                    166

                  
	
                    SECTION
                      10.01

                  	
                    Termination

                  	
                    166

                  
	
                    SECTION
                      10.02

                  	
                    Additional
                      Termination Requirements

                  	
                    169

                  
	
                    SECTION
                      10.03

                  	
                    NIMS
                      Insurer Optional Purchase Right of Distressed Mortgage
                      Loans

                  	
                    169

                  


          

           

           

          
            
              
              

            

            
              iii

              
                

              

            

            
              
              

            

          

           

          
            	
                    ARTICLE
                      XI DISPOSITION OF TRUST FUND ASSETS

                  	
                    170

                  
	 	 
	
                    SECTION
                      11.01

                  	
                    Disposition
                      of Trust Fund Assets

                  	
                    170

                  
	
                  	 
	
                    ARTICLE
                      XII MISCELLANEOUS PROVISIONS

                  	
                    170

                  
	 	 
	
                    SECTION
                      12.01

                  	
                    Amendment

                  	
                    170

                  
	
                    SECTION
                      12.02

                  	
                    Recordation
                      of Agreement; Counterparts

                  	
                    171

                  
	
                    SECTION
                      12.03

                  	
                    Limitation
                      on Rights of Certificateholders

                  	
                    172

                  
	
                    SECTION
                      12.04

                  	
                    Governing
                      Law; Jurisdiction

                  	
                    173

                  
	
                    SECTION
                      12.05

                  	
                    Notices

                  	
                    173

                  
	
                    SECTION
                      12.06

                  	
                    Severability
                      of Provisions

                  	
                    174

                  
	
                    SECTION
                      12.07

                  	
                    Article
                      and Section References

                  	
                    174

                  
	
                    SECTION
                      12.08

                  	
                    Notice
                      to the Rating Agencies

                  	
                    174

                  
	
                    SECTION
                      12.09

                  	
                    Further
                      Assurances

                  	
                    175

                  
	
                    SECTION
                      12.10

                  	
                    Benefits
                      of Agreement

                  	
                    176

                  
	
                    SECTION
                      12.11

                  	
                    Acts
                      of Certificateholders

                  	
                    176

                  
	
                    SECTION
                      12.12

                  	
                    Successors
                      and Assigns

                  	
                    177

                  
	
                    SECTION
                      12.13

                  	
                    Provision
                      of Information

                  	
                    177

                  
	
                    SECTION
                      12.14

                  	
                    Transfer
                      of Servicing

                  	
                    177

                  
	
                    SECTION
                      12.15

                  	
                    Tax
                      Treatment of the Class ES Certificates

                  	
                    178

                  


          

        

      

    

    

      
        	
                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
                  C-4

              	
                Form
                  of Class ES Certificate

              	
                C-4

              
	
                Exhibit
                  D

              	
                Form
                  of Reverse Certificate

              	
                D

              
	
                Exhibit
                  E

              	
                Certificate
                  Guaranty Insurance Policy

              	
                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

              	
                Form
                  of Back-Up Sarbanes-Oxley Certification

              	
                M

              
	
                Exhibit
                  N

              	
                List
                  of Servicers and Servicing Agreements

              	
                N

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                Form
                  of Subsequent Transfer Agreement

              	
                P

              
	
                Exhibit
                  Q

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              	
                Q

              


      

      
 

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  R

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

              	
                R

              
	
                Exhibit
                  S

              	
                Form
                  of Securities Administrator Certification

              	
                S

              
	
                Exhibit
                  T

              	
                Additional
                  Disclosure Notification

              	
                T

              
	
                Exhibit
                  U-1

              	
                Form
                  of Watchlist Report

              	
                U-1

              
	
                Exhibit
                  U-2

              	
                Form
                  of Loss Severity Report

              	
                U-2

              
	
                Exhibit
                  U-3

              	
                Form
                  of Prepayment Premiums Report

              	
                U-3

              
	
                Exhibit
                  U-4

              	
                Form
                  of Analytics Report

              	
                U-4

              
	
                Exhibit
                  V

              	
                [Reserved]

              	
                V

              
	
                Exhibit
                  W

              	
                List
                  of Originators and Purchase Agreements

              	
                W

              
	
                Exhibit
                  X

              	
                [Reserved]

              	
                X

              
	
                Exhibit
                  Y

              	
                Yield
                  Maintenance Allocation Agreement

              	
                Y

              
	
                Exhibit
                  Z

              	
                Yield
                  Maintenance Agreement

              	
                Z

              
	 	 	 
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              	 


      



    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

    


    This
      Pooling and Servicing Agreement is dated as of December 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”),
      WELLS
      FARGO BANK, N.A., a national banking association, as master servicer (in such
      capacity, the “Master
      Servicer”)
      and as
      securities administrator (in such capacity, the “Securities
      Administrator”),
      CLAYTON FIXED INCOME SERVICES INC., as credit risk manager (the “Credit Risk
      Manager”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
      association, as trustee and custodian (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
      2006-14 (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 sixteen classes
      of
      certificates, designated as (i) the Class 1A-1A Certificates, (ii) the Class
      2A-1A Certificates, (iii) the Class 2A-1B Certificates, (iv) the Class 2A-1C
      Certificates, (v) the Class 2A-2C Certificates, (vi) the Class B-1 Certificates,
      (vii) the Class B-2 Certificates, (viii) Class B-3 Certificates, (ix) the Class
      B-4 Certificates, (x) the Class B-5 Certificates, (xi) the Class B-6
      Certificates, (xii) the Class B-7 Certificates, (xiii) the Class C Certificates,
      (xiv) the Class P Certificates, (xv) the Class ES Certificates and (xvi) the
      Class R Certificates.

     

    For
      federal income tax purposes, the Trust Fund (exclusive of the assets held in
      the
      Prefunding Account, the Capitalized Interest Account, the Basis Risk Reserve
      Fund, the Yield Maintenance Trust, the Yield Maintenance Trust Account, the
      Yield Maintenance Account, the Yield Maintenance Agreement, the Collateral
      Account, the Final Maturity Reserve Trust and the Final Maturity Reserve Account
      and the Class ES Distributable Amount (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 and Class ES 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 from the Yield Maintenance Account as provided
      in Section 5.01(h). 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 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 five
      uncertificated interests, four 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. 

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    The
      Middle-Tier REMIC will hold as its assets all of the Lower-Tier Regular
      Interests and shall issue 17 uncertificated interests, 16 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)

            	 	
              $
                1,404,955,180.51         
                 

            
	
              LT-Subsequent

            	 	
              (2)

            	 	
              $
                1,008,580,515.00         
                 

            
	
              LT-C

            	 	
              (3)

            	 	
              (3)                       
                

            
	
              LT-I

            	 	
              (4)

            	 	
              (4)                       
                

            
	
              LT-R

            	 	
              (5))

            	 	
              (5)                       
                

            


    

    _____________

    
      	 	
              (1)

            	
              The
                interest rate with respect to the first 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.
                The
                interest rate for any subsequent Distribution Date (and the related
                Accrual Period) is the Net WAC.

            


    

     

    
      	 	
              (2)

            	
              The
                interest rate with respect to the first Distribution Date (and the
                related
                Accrual Period) for the LT-Subsequent Lower-Tier Regular Interest
                is
                0.00%, and for every Distribution Date (and related Accrual Period)
                thereafter is the Net WAC. 

            


    

     

    
      	 	
              (3)

            	
              The
                LT-C Interest is an interest only interest that does not have a principal
                balance. For the first Distribution Date only it shall have a notional
                balance equal to the aggregate of the Stated Principal Balances,
                if any,
                of the Subsequent Mortgage Loans as of the first day of the related
                Due
                Period. For the first Distribution Date only, it shall be entitled
                to
                interest, if any, accrued on the Subsequent Mortgage Loans for the
                related
                Due Period at their Net Loan Rates, but only to the extent the interest
                so
                accrued is included in Available Funds for either Loan Group for
                such
                first Distribution Date. For each Distribution Date after the first
                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-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 Mortgage Loans as of the
                first
                day of the related Due Period. For any Distribution Date before the
                Distribution Date in February 2017, it shall bear interest for the
                related
                Due Period at a fixed rate of 0.00%, and for each Distribution Date
                commencing on the Distribution Date in February 2017 and on each
                Distribution Date thereafter until the Final Maturity Reserve Termination
                Date, it shall bear interest for the related Due Period at a fixed
                rate
                equal to the Final Maturity Reserve
                Rate.

            


    

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (5)

            	
              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.

            


    

     

    On
      each
      Distribution Date, Available Funds for both Loan Groups shall be distributed
      among the Lower-Tier Regular Interests and the LT-R Interest in the following
      order of priority:

     

    (1)
      First, as interest on the Lower-Tier Regular Interests at the interest rates
      described above;

     

    (2)
      Second, to the LT-Initial Interest, in reduction of its principal balance,
      an
      amount necessary to cause its principal balance to equal the aggregate of the
      Stated Principal Balances of the Initial Mortgage Loans as of the close of
      the
      related Due Period; 

     

    (2)
      Third, to the LT-Subsequent Interest, in reduction of its principal balance,
      an
      amount necessary to reduce its principal balance to zero; and

     

    (3)
      Finally, to the LT-R Interest, any remaining amounts.

     

    If
      on any
      Distribution Date, Realized Losses have been sustained in the related Prepayment
      Period, and after taking into account distributions on such Distribution Date,
      the aggregate principal balance of the LT-Initial and LT-Subsequent Interests
      exceed the Pool Collateral Balance for such Distribution Date, Realized Losses,
      to the extent of such excess, shall be allocated between the LT-Initial and
      LT-Subsequent Interests in the same manner in which principal distributions
      a
      made on such Lower-Tier Regular Interests. 

     

    On
      each
      Distribution Date, Net Deferred Interest shall be allocated between the
      LT-Initial and LT-Subsequent Interests in the same manner in which principal
      distributions are made on such Lower-Tier Regular Interests. 

     

    On
      each
      Distribution Date, Prepayment Penalty Amounts on the Initial Mortgage Loans
      shall be paid in respect of the LT-Initial Interest and any Prepayment Penalty
      Amounts on the Subsequent Mortgage Loans shall be paid in respect of the
      LT-Subsequent Interests.

     

    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:

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
               

              Designation

            	 	
              Interest

              Rate

            	 	
              Initial
                Principal

              Balance

            	 	
              Corresponding

              Class
                of

              Certificate

            
	
              MT-1A-1A

            	 	
              (1)

            	 	
              $   
                272,154,000.00 

            	 	
              1A-1A

            
	
              MT-2A-1A

            	 	
              (1)

            	 	
              $   
                483,656,000.00 

            	 	
              2A-1A

            
	
              MT-2A-1B

            	 	
              (1)

            	 	
              $   
                201,523,500.00 

            	 	
              2A-1B

            
	
              MT-2A-1C

            	 	
              (1)

            	 	
              $    
                 71,000,000.00 

            	 	
              2A-1C

            
	
              MT-2A-2C

            	 	
              (1)

            	 	
              $       
                9,913,500.00 

            	 	
              2A-2C

            
	
              MT-B-1

            	 	
              (1)

            	 	
              $     
                28,359,000.00 

            	 	
              B-1

            
	
              MT-B-2

            	 	
              (1)

            	 	
              $     
                25,945,500.00 

            	 	
              B-2

            
	
              MT-B-3

            	 	
              (1)

            	 	
              $      
                 7,240,500.00 

            	 	
              B-3

            
	
              MT-B-4

            	 	
              (1)

            	 	
              $    
                 16,291,500.00 

            	 	
              B-4

            
	
              MT-B-5

            	 	
              (1)

            	 	
              $    
                 16,894,500.00 

            	 	
              B-5

            
	
              MT-B-6

            	 	
              (1)

            	 	
              $    
                 13,878,000.00 

            	 	
              B-6

            
	
              MT-B-7

            	 	
              (1)

            	 	
              $     
                13,877,000.00 

            	 	
              B-7

            
	
              MT-P
                

            	 	
              (1)

            	 	
              $                  
                 50.00 

            	 	
              P

            
	
              MT-Q

            	 	
              (1)

            	 	
              $
                1,212,802,645.51 

            	 	
              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. For any Distribution Date, it is entitled to all amounts
                distributed in respect of the LT-I Interest on such Distribution
                Date.
                

            


    

     

    
      	 	
              (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:

     

    
      	 	
              a.

            	
              concurrently
                to the MT-1A-1A, MT-2A-1A, MT-2A-1B, MT-2A-1C, 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 Pool Collateral 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 , MT-C, and the MT-I Interests)
                after taking into account distributions on such Distribution Date
                under
                priority (a) above; and

            


    

    

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      



    
      	 	
              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 and Class ES Certificates, is hereby designated
      as representing ownership of a REMIC regular interest in the Upper-Tier REMIC
      for purposes of the REMIC Provisions.

    
      	 	 	 	 	 
	
            	 	
              Original
                Class Principal Balance or

            	 	 
	
              Class

            	 	
              Class
                Notional Balance

            	 	
              Pass-Through
                Rate

            
	
              Class
                1A-1A

            	 	
              $
                544,308,000.00         
                

            	 	
              (1)

            
	
              Class
                2A-1A

            	 	
              $
                967,312,000.00         
                

            	 	
              (1)

            
	
              Class
                2A-1B

            	 	
              $
                403,047,000.00         
                

            	 	
              (1)

            
	
              Class
                2A-1C

            	 	
              $
                142,000,000.00         
                

            	 	
              (1)

            
	
              Class
                2A-2C

            	 	
              $ 
                 99,827,000.00         
                

            	 	
              (1)

            
	
              Class
                B-1

            	 	
              $ 
                 56,718,000.00         
                

            	 	
              (1)

            
	
              Class
                B-2

            	 	
              $ 
                 51,891,000.00         
                

            	 	
              (1)

            
	
              Class
                B-3

            	 	
              $ 
                 14,481,000.00         
                

            	 	
              (1)

            
	
              Class
                B-4

            	 	
              $ 
                 32,583,000.00         
                

            	 	
              (1)

            
	
              Class
                B-5

            	 	
              $ 
                 33,789,000.00         
                

            	 	
              (1)

            
	
              Class
                B-6

            	 	
              $ 
                 27,756,000.00         
                

            	 	
              (1)

            
	
              Class
                B-7

            	 	
              $ 
                 27,754,000.00         
                

            	 	
              (1)

            
	
              Class
                C

            	 	
              (2)                   
                

            	 	
              (2)

            
	
              Class
                P

            	 	
              $                 
                  100         
                

            	 	
              (3)

            
	
              Class
                R

            	 	
              (4)                   
                

            	 	
              (4)

            
	
              Class
                ES

            	 	
              (5)                   
                

            	 	
              (5)

            


    

    ____________

    
      	 	
              (1)

            	
              Calculated
                pursuant to the definition of “Pass-Through Rate.” For purposes of the
                REMIC Provisions, for the first Distribution Date only, 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 Certificates shall have an initial principal balance of
                $12,069,595.51. The Class C Certificates also comprise 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 Collateral 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 Regular Interest, over (b) the Adjusted Middle-Tier WAC.
                For
                any Distribution Date, interest that accrues on the notional component
                of
                the Class C Certificates 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.

            


    

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    

      
        	 	
                (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 Certificates represent the sole class of residual interest
                  in the
                  Upper-Tier REMIC and do not have a principal balance or a pass-through
                  rate. In addition, the Class R Certificates represent ownership
                  of the
                  LT-R Interest in the Lower-Tier REMIC and the MT-R Interest in
                  the
                  Middle-Tier REMIC.

              


      

       

      
        	 	
                (5)

              	
                The
                  Class ES Certificates are entitled to receive the “Class ES Distributable
                  Amount.” The Class ES Certificates do not represent an interest in any
                  REMIC created hereby.

              


      

       

       

      ARTICLE
        I

       

      DEFINITIONS;
        DECLARATION OF TRUST

       

      SECTION
        1.01. Defined
        Terms.

       

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

       

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

       

      “Account”:
        The
        Distribution Account, 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 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 and each Lower-Tier Regular Interest and each Middle-Tier
        Regular
        Interest, the calendar month preceding such Distribution Date. Interest for
        the
        Class C Certificates and 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.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      “Adjusted
        Cap Rate”:
        Any of
        the Group 1 Adjusted Cap Rate, the Group 2 Adjusted Cap Rate or the Subordinate
        Adjusted Cap Rate.

       

      “Adjusted
        Middle-Tier WAC”:
        With
        respect to 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 MT-I and MT-C Interests) 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-Q and MT-P Interests to a cap of 0.00%,
        and second
        (b)
        subjecting the interest rate on each of the MT-1A-1A, MT-2A-1A, MT-2A-1B,
        MT-2A-1C, 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. and its successors in interest and assigns, 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 Master Servicer (including, without limitation, the Trustee
        in its capacity as successor Master Servicer) in respect of such Distribution
        Date pursuant to Section 5.05 or by any Servicer in accordance with the related
        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. 

       

      “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.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “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
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 Initial Cut-off Date plus
        the
        amount on deposit in the Prefunding Account on the Initial Closing
        Date.

       

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

       

      “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
        Insured 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 December 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) in respect
        of
        Allocated Realized Loss Amounts.

       

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

       

      “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.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “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 the 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 Servicers pursuant to the related Servicing Agreements and
        Compensating Interest Payments deposited in the Distribution Account for
        that
        Distribution Date in respect of the Mortgage Loans in 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 any Servicer and Advances made by
        the Master 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 Master 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 (i) prior to the end of
        the Prefunding Period, any amount remaining in the Prefunding Account equal
        to
        such Deficiency Amount, and (ii) 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 Servicers, the Trustee, the Credit Risk
        Manager, the Securities Administrator, the Custodian and the Master Servicer
        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, the Master Servicer, the Custodian or
        the
        Securities Administrator pursuant to Section 8.05, Section 3.30(b) and Section
        3.31(c) 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.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “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 Minnesota, the State
        of
        Maryland, the State of New York or in the city in which the Corporate Trust
        Office of the Trustee or the Securities Administrator 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.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


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

       

      “Capitalized
        Interest Requirement”:
        As to
        the
        first Distribution Date, 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 to pay Basis Risk Shortfalls for such Distribution
        Date. 

       

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

       

      “Certificate
        Insurance Policy”:
        The
        Certificate Guaranty Insurance Policy (No. AB1057BE )
        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 form of which is attached hereto as Exhibit
        E.

       

      “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”:
        Ambac
        Assurance Corporation, a Wisconsin domiciled stock insurance
        corporation.

       

      “Certificate
        Insurer Default”:
        The
        existence and continuance of any of the following: (a) a failure by the
        Certificate Insurer to make a payment required under the Certificate Insurance
        Policy in accordance with its terms; (b) the entry of a 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 an order for the winding up or liquidation
        of
        the affairs of the Certificate Insurer and the continuance of any such decree
        or
        order undischarged or unstayed and in force for a period of 90 consecutive
        days;
        (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”:
        With
        respect to 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 Securities
        Administrator received such amounts paid by the Certificate Insurer to such
        Distribution Date.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


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

       

      “Certificate
        Principal Balance”:
        With
        respect to each Certificate of a given Class (other than the Class C, Class
        ES
        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,
        which initially shall be the Securities Administrator.

       

      “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 Master Servicer, the NIMS Insurer, the Securities Administrator,
        the Servicers, the Credit Risk Manager 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 3.19.

       

      “Certifying
        Person”:
        As
        defined in Section 3.19.

       

      “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-1C Premium Amount”:
        With
        respect to any Distribution Date and the Class 2A-1C Certificates, the product
        of one-twelfth of the Premium Rate and the Class Principal Balance of the
        Class
        2A-1C 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”:
        With
        respect to 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 January 2013, 79.250%
        and
        thereafter 83.400% 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 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
        the
        Overcollateralization Floor.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Class
        B-2 Principal Distribution Amount”:
        With
        respect to 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 January 2013, 84.625%
        and
        thereafter 87.700% 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 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
        the
        Overcollateralization Floor.

       

      “Class
        B-3 Principal Distribution Amount”:
        With
        respect to 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 January 2013, 86.125%
        and
        thereafter 88.900% 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 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
        the
        Overcollateralization Floor.

       

      “Class
        B-4 Principal Distribution Amount”:
        With
        respect to 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 January 2013, 89.500%
        and
        thereafter 91.600% 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 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
        the
        Overcollateralization Floor.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      “Class
        B-5 Principal Distribution Amount”:
        With
        respect to 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 January 2013, 93.000% and thereafter 94.400% 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 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
        the
        Overcollateralization Floor.

       

      “Class
        B-6 Principal Distribution Amount”:
        With
        respect to 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 January 2013, 95.875% and thereafter 96.700% 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 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
        the
        Overcollateralization Floor.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      “Class
        B-7 Principal Distribution Amount”:
        With
        respect to 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 January 2013, 98.750% and thereafter 99.000% 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 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
        the
        Overcollateralization Floor.

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      “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 Collateral
        Balance) as specified in the Preliminary Statement.

       

      “Class
        ES Distributable Amount”:
        With
        respect to each Distribution Date and each Mortgage Loan serviced by GMACM,
        an
        amount equal to one month’s interest at the Excess Servicing Fee Rate on the
        Stated Principal Balance of such Mortgage Loan as of the Due Date in the
        month
        of such Distribution Date (prior to giving effect to any Scheduled Payments
        due
        on such Mortgage Loan on such Due Date).

       

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

       

      “Class
        P Distributable Amount”:
        With
        respect to each Distribution Date, all Prepayment Penalty Amounts in respect
        of
        the Mortgage Loans received by the Servicers for the related Prepayment
        Period.

       

      “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)(vii)
        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. 

       

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

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


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

       

      “Closing
        Date”:
        December 22, 2006.

       

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

       

      “Collateral
        Account”:
        The
        account established and maintained by the Securities Administrator 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
        Certificate Insurance Policy and certain related expense payment
        arrangements.

       

      “Compensating
        Interest Payment”:
        With
        respect to any Distribution Date, the amount specified to be paid by GMACM
        pursuant to Section 5.05 of the related Servicing Agreement and each of American
        Home and IndyMac, each pursuant to Section 11.04(xi) of the related Servicing
        Addendum to the related 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.

       

      “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).

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      “Corporate
        Trust Office”:
        With
        respect to the Trustee, the principal corporate trust office of the Trustee
        at
        which at any particular time its corporate trust business in connection with
        this Agreement shall be administered, which office at the date of the execution
        of this instrument is located at 1761 East St. Andrew Place, Santa Ana,
        California 92705, Attention: HarborView Trust 2006-14, or at such other address
        as the Trustee may designate from time to time by notice to the
        Certificateholders, the Depositor, the Master Servicer, the Securities
        Administrator and the Seller. With respect to the Securities Administrator
        and
        the Certificate Registrar and (i) presentment of Certificates for registration
        of transfer, exchange or final payment, Wells Fargo Bank, National Association,
        Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
        Corporate Trust, HarborView Mortgage Loan Trust 2006-14, and (ii) for all
        other
        purposes, P.O. Box 98, Columbia, Maryland 21046 (or for overnight deliveries,
        9062 Old Annapolis Road, Columbia, Maryland 21045), Attention: Corporate
        Trust,
        HarborView Mortgage Loan Trust 2006-14.

       

      “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. 

       

      “Credit
        Enhancement Percentage”:
        With
        respect to 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 Collateral Balance.

      
        	 	 	 	 
	 	
                Initial
                  Credit Enhancement

                Percentage

              	
                Target
                  Credit Enhancement 

                Percentage
                  before January 

                2013
                  or

                Stepdown
                  Date

              	
                Target
                  Credit Enhancement 

                Percentage
                  on or after

                January
                  2013 or

                Stepdown
                  Date

              
	
                Senior

              	
                10.650%

              	
                26.625%

              	
                21.300%

              
	
                B-1

              	
                  8.300%

              	
                20.750%

              	
                16.600%

              
	
                B-2

              	
                  6.150%

              	
                15.375%

              	
                12.300%

              
	
                B-3

              	
                  5.550%

              	
                13.875%

              	
                11.100%

              
	
                B-4

              	
                  4.200%

              	
                10.500%

              	
                  8.400%

              
	
                B-5

              	
                  2.800%

              	
                  7.000%

              	
                  5.600%

              
	
                B-6

              	
                  1.650%

              	
                  4.125%

              	
                  3.300%

              
	
                B-7

              	
                  0.500%

              	
                  1.250%

              	
                  1.000%

              


      

      



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      “Credit
        Risk Management Agreement”:
        Either
        (i) any of the credit risk management agreements dated as of the Closing
        Date,
        entered into by the related Servicer and the Credit Risk Manager or (ii)
        the
        credit risk management agreement dated as of the Closing Date, entered into
        by
        the Master Servicer and the Credit Risk Manager, as applicable.

       

      “Credit
        Risk Manager”:
        Clayton Fixed Income Services Inc., a Colorado corporation, and its successors
        in interest and assigns.

       

      “Credit
        Risk Manager Fee”:
        With
        respect to any Distribution Date and each Mortgage Loan, an amount equal
        to the
        product of (a) one twelfth, (b) the Credit Risk Manager Fee Rate and (c)
        the
        Scheduled Principal Balance of such Mortgage Loan as of the first day of
        the
        related Collection Period.

       

      “Credit
        Risk Manager Fee Rate”:
        0.0050% per annum.

       

      “Custodian”:
        Deutsche Bank National Trust Company, and its successors in interest and
        assigns
        acting as custodian of the Mortgage Files.

       

      “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”:
        With
        respect to any Distribution Date, the sum of (i) the aggregate Stated Principal
        Balance of all Initial Mortgage Loans as of the Initial Cut-off Date 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.

       

      “Deficiency
        Amount”:
        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 Certificate 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 Certificate 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 Certificate 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.

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      “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 or assign.

       

      “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”:
        With
        respect to any Distribution Date and each Mortgage Loan, the date each month,
        as
        set forth in the applicable Servicing Agreement, on which the related Servicer
        determines the amount of all funds required to be remitted to the Master
        Servicer on the Servicer Remittance Date with respect to such Mortgage Loan.
        

       

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

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      “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 related 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 Securities Administrator
        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 Securities Administrator, on behalf of Deutsche Bank National Trust
        Company, as Trustee, in trust for the registered Holders of HarborView Mortgage
        Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14” 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 January 2007.

       

      “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;

       

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

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      (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 Certificate Insurance Policy) as evidenced by a letter from such Rating
        Agency to the Securities Administrator and the Trustee. Eligible Accounts
        may
        bear interest.

       

      “Endorsement”:
        As
        defined in the Certificate Insurance Policy.

       

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

       

      “ERISA-Restricted
        Certificates”:
        (i)
        the Class 2A-1B, Class 2A-1C and Class 2A-2C Certificates, the Subordinate
        Certificates, the Class C Certificates, the Class ES Certificates, the Class
        P
        Certificates and the Residual Certificates and (ii) any Class 1A-1A and Class
        2A-1A 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 and Class 2A-1C Certificates.

       

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

       

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

       

      “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 Master Servicing Fee, (ii)
        the
        Servicing Fee, (iii) the Credit Risk Manager Fee, (iv) any Bulk PMI Fee,
        if
        applicable, and (v) 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.

       

      “Extra
        Principal Distribution Amount”:
        With
        respect to 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.

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      “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 February 2037 (other
        than the Insured Certificates, which is March 2038).

       

      “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 40-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 February
        2017 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 March
        2017, the earlier of (i) the Distribution Date in February 2037 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 Section 2.03, 3.25 and 10.01), a determination made by the
        related Servicer, and reported to the Trustee, that all Insurance Proceeds,
        Liquidation Proceeds and other payments or recoveries which the related Servicer
        expects to be finally recoverable in respect thereof have been so
        recovered.

       

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

       

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

       

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

       

      “GMACM”:
        GMAC
        Mortgage, LLC, as Servicer of the Mortgage Loans as set forth and as
        individually defined in the Mortgage Loan Schedule hereto, and any successors
        in
        interest and assigns.

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      “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”:
        With
        respect to any Distribution Date and the Class 1A-1A Certificates, 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 Loan
        Group 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”:
        With
        respect to each Distribution Date prior to the Distribution Date in February
        2017, zero. With respect to each Distribution Date commencing on the
        Distribution Date in February 2017 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 (xiv) therein).
        Notwithstanding the foregoing, if on any Distribution Date the aggregate
        Stated
        Principal Balance of Mortgage Loans having 40-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”:
        A
        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
        $21,389,556.00.

       

      “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 exceeds 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 Due Period minus
        (b) the
        aggregate Stated Principal Balance of the Group 1 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, 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 Due Period minus
        (b) the
        aggregate Stated 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, but without giving effect to any Deferred Interest and any Realized
        Losses during the related Due Period).

       

      “Group
        2 Adjusted Cap Rate”:
        With
        respect to any Distribution Date and the Group 2 Certificates, 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 Loan
        Group 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-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C Certificates.

       

      “Group
        2 Final Maturity Reserve Amount”:
        With
        respect to each Distribution Date prior to the Distribution Date in February
        2017, zero. For each Distribution Date commencing on the Distribution Date
        in
        February 2017 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 (xiv) therein).
        Notwithstanding the foregoing, if on any Distribution Date the aggregate
        Stated
        Principal Balance of Mortgage Loans having 40-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”:
        A
        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
        $987,190,959.00.

       

      “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 exceeds 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 Due Period minus
        (b) the
        aggregate Stated Principal Balance of the Group 2 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, 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 Due Period minus
        (b) the
        aggregate Stated 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, but without giving effect to any Deferred Interest and any Realized
        Losses during the related Due Period). 

       

      “Indemnification
        Agreement”:
        The
        Indemnification Agreement dated as of the Closing Date 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 Master Servicer, the Depositor, the Custodian, the Securities
        Administrator (in all capacities hereunder), 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.

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      “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.

       

      “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.

       

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

       

      “IndyMac”:
        IndyMac Bank, F.S.B., and its successors in interest and assigns, in its
        capacity as an Originator and a Servicer.

       

      “Initial
        Certificate Principal Balance”:
        With
        respect to any Certificate other than the Class C, Class ES 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
        December 1, 2006.

       

      “Initial
        Group 1 Mortgage Loans”:
        Any of
        the Group 1 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date
        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
        $587,796,767.89.

       

      “Initial
        Group 2 Mortgage Loans”:
        Any of
        the Group 2 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date
        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
        $817,158,412.62. 

       

      “Initial
        LIBOR Rate”:
        5.350%.

       

      “Initial
        Mortgage Loan”:
        Any of
        the Initial Group 1 Mortgage Loans or the 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 related Servicing
        Agreement.

       

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

       

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

       

      “Insurer
        Premium Rate”:
        0.07%
        per annum.

       

      “Interest
        Distributable Amount”:
        With
        respect to any Distribution Date and each Class of Certificates (other than
        the
        Class C, Class ES, 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”:
        With
        respect to any Distribution Date and 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.

       

      “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”:
        With
        respect to 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 Securities Administrator
        on
        the basis of the “Interest Settlement Rate” set by the BBA for one-month United
        States dollar deposits, as such rates appear on the Telerate Page 3750, as
        of
        11:00 a.m. (London time) on such LIBOR Determination Date.

       

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

       

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

       


      
        
          
          

        

        
          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-1A, Class 2A-1B, Class 2A-1C, 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.

       

      “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 related
        Servicing Agreement.

       

      “Liquidation
        Expenses”:
        With
        respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
        incurred by or for the account of the Master Servicer or the related 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 related Servicing Agreement,
        other than Recoveries; provided
        that
        with respect to any Mortgage Loan or REO Property repurchased, substituted
        or
        sold pursuant to or as contemplated hereunder, or pursuant to the applicable
        provisions of the applicable 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”:
        As 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 1”:
        At any
        time, the Group 1 Mortgage Loans in the aggregate and any REO Properties
        acquired in respect thereof.

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


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

       

      “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.

       

      “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.

       

      “Master
        Consulting Agreement”:
        The
        master consulting agreement dated as of April 18, 2005, by and between Greenwich
        Capital Markets, Inc. and the Credit Risk Manager.

       

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

       

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

       

      “Master
        Servicing Fee Rate”:
        0.0035% per annum.

       

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

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

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

       

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

       

      “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.

       

      “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 in interest and
        assigns.

       

      “Monthly
        Interest Distributable Amount”:
        With
        respect to each Class of Certificates (other than the Class C, Class ES,
        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 (allocated
        to
        each Certificate based on the respective entitlements to interest before
        taking
        into account any Net Interest Shortfalls for such Distribution Date);
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 Servicers
        pursuant to the applicable provisions of the Servicing Agreements; and (c)
        on
        the assumption that all other amounts, if any, due under such Mortgage Loan
        are
        paid when due.

       

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

       


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      “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(e) hereof as from time to
        time
        held as a part of the Trust Fund, the Mortgage Loans so held being identified
        in
        the Mortgage Loan Schedule.

       

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

                


        

         


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        
          	 	
                  (x)

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

                


        

         

        
          	 	
                  (xi)

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

                


        

         

        
          	 	
                  (xii)

                	
                  the
                    stated maturity date;

                


        

         

        
          	 	
                  (xiii)

                	
                  the
                    Servicing Fee Rate;

                


        

         

        
          	 	
                  (xiv)

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

                


        

         

        
          	 	
                  (xv)

                	
                  the
                    original principal balance of the Mortgage
                    Loan;

                


        

         

        
          	 	
                  (xvi)

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

                


        

         

        
          	 	
                  (xvii)

                	
                  the
                    Index and Gross Margin specified in related Mortgage
                    Note;

                


        

         

        
          	 	
                  (xviii)

                	
                  the
                    next Adjustment Date, if
                    applicable;

                


        

         

        
          	 	
                  (xix)

                	
                  the
                    Maximum Loan Rate, if applicable;

                


        

         

        
          	 	
                  (xx)

                	
                  the
                    Value of the Mortgaged Property;

                


        

         

        
          	 	
                  (xxi)

                	
                  the
                    sale price of the Mortgaged Property, if
                    applicable;

                


        

         

        
          	 	
                  (xxii)

                	
                  the
                    product code;

                


        

         

        
          	 	
                  (xxiii)

                	
                  whether
                    the Mortgage Loan is a Lender-Paid Mortgage Insurance Loan, and
                    the
                    applicable Lender-Paid Mortgage Insurance Fee Rate, if
                    applicable;

                


        

         

        
          	 	
                  (xxiv)

                	
                  the
                    Expense Fee Rate therefor;

                


        

         

        
          	 	
                  (xxv)

                	
                  the
                    respective Loan Group; and

                


        

         

        
          	 	
                  (xxvi)

                	
                  whether
                    the Mortgage Loan is a SRO Mortgage
                    Loan.

                


        

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

       

      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.

       


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


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

       

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

       

      “Mortgagor”:
        The
        obligor on a Mortgage Note.

       

      “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
        Servicers under the Servicing Agreements with respect to such Distribution
        Date
        and (ii) Compensating Interest Payments made with respect to such Distribution
        Date.

       

      “Net
        Liquidation Proceeds”:
        With
        respect to any Liquidated Mortgage Loan or any other disposition of related
        Mortgaged Property (including REO Property) the related Liquidation Proceeds
        net
        of Advances, related Servicing Advances, related Servicing Fees, related
        Master
        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 February 2017
        and
        on each Distribution Date thereafter until the Final Maturity Reserve
        Termination Date, the Final Maturity Reserve Rate.

       

      “Net
        Maximum Rate”:
        With
        respect to 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 February
        2017
        and on each Distribution Date thereafter until the Final Maturity Reserve
        Termination Date, the Final Maturity Reserve Rate.

       


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      “Net
        Maximum Rate Cap”:
        With
        respect to 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.

       

      “Net
        Monthly Excess Cashflow”:
        With
        respect to 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 Class 1A-1A, Class 2A-1A, Class
        2A-1B, Class 2A-1C and Class 2A-2C 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”:
        With
        respect to 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 the first Distribution Date only, the product of (i) the weighted
        average of the Net Loan Rates of the Initial Mortgage Loans as of the Initial
        Cut-off Date, weighted on the basis of their Stated Principal Balances on
        such
        date, multiplied by (ii) the quotient of (a) the aggregate of Stated Principal
        Balances of the Initial Mortgage Loans on the Initial Cut-off Date divided
        by
        (b) the sum or the aggregate of the Stated Principal Balances of the Initial
        Mortgage Loans as of the Initial Cut-off Date and the amount on deposit in
        the
        Prefunding Account on such date. With respect to each succeeding Distribution
        Date, the weighted average of the Net Loan Rates of the Mortgage Loans as
        of the
        first day of the related Due Period, weighted on the basis of their Stated
        Principal Balances at the beginning of the related Due Period.

       

      “Net
        WAC Cap”:
        For
        the LIBOR Certificates (other than the Insured 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 Insured Certificates and any Distribution Date is equal to the excess,
        if any, of (x) the Net WAC Cap for the Class 1A-1A, Class 2A-1A, Class 2A-1B
        and
        Class 2A-2C Certificates and the Subordinate Certificates for such Distribution
        Date over (y) the related Insurer Premium Rate for such Distribution
        Date.

       

      “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.

       

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

       


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      “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.

       

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

       

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

       

      “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 Master Servicer or 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 Certificate Insurance Policy.

       

      “Offered
        Certificates”:
        The
        Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class 2A-2C, Class B-1,
        Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
        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, the Master Servicer 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.

       

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

       

      “Original
        Capitalized Interest Amount”:
        $5,213,284.00.

       

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

       

      “Originator”:
        Each
        party listed as an “Originator” on Exhibit W hereto or any other originator
        contemplated by Item 1110 (§229.1110) of Regulation AB. 

       

      “OTS”:
        The
        Office of Thrift Supervision.

       


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      “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).

       

      “Overcollateralization
        Floor”:
        An
        amount equal to $12,067,678.

       

      “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 (a) the aggregate Stated Principal Balance of the Initial
        Mortgage Loans as of the Initial 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 January
        2013 or (II) 1.00% of the current Aggregate Collateral Balance on or after
        the
        Distribution Date in January 2013 and (y) the Overcollateralization Floor;
        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”:
        With
        respect to any Distribution Date, an amount equal to (i) the Aggregate
        Collateral Balance 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 sum
        of
        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).

       

      “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 LIBOR 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 0.180%
                  per annum (0.360% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      


      
        	 	
                (B)

              	
                The
                  Pass-Through Rate for the Class 2A-1A Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.150%
                  per annum (0.300% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (C)

              	
                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.

              


      

       

      
        	 	
                (D)

              	
                The
                  Pass-Through Rate for the Class 2A-1C Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.170%
                  per annum (0.340% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (E)

              	
                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 0.230%
                  per annum (0.460% 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 B-1 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.410%
                  per annum (0.615% 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 B-2 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.

              


      

       

      
        	 	
                (H)

              	
                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 0.470%
                  per annum (0.705% 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-4 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.550%
                  per annum (0.825% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      
        	 	
                (J)

              	
                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 0.650%
                  per annum (0.975% 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-6 Certificates with respect to
                  any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 1.500%
                  per annum (2.250% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                  Cap.

              


      

       

      
        	 	
                (L)

              	
                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 1.750%
                  per annum (2.625% 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
        Securities Administrator.

       

      “PCAOB”:
        The
        Public Company Accounting Oversight Board.

       

      “Percentage
        Interest”:
        With
        respect to any Certificate (other than a Class C, Class ES, Class P and Class
        R
        Certificates), 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 ES and 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 Master 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; 

              


      

       

      
        	 	
                (ii)

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

              


      

       


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      
        	 	
                (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 Securities Administrator or any affiliate of the Securities
                  Administrator or for which the NIMS Insurer, the Securities Administrator
                  or any of its affiliates acts as an adviser as long as such fund
                  is rated
                  in at least the second highest rating category by each Rating Agency
                  rating such fund or vehicle; and each of the Securities Administrator
                  or
                  the NIMS Insurer may trade with itself or an affiliate when purchasing
                  or
                  selling Permitted Investments; and

              


      

       

      
        	 	
                (vii)

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

              


      

       

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

       

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

       


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      “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 ES, 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-1C Certificateholders and designated “Policy Account, Wells Fargo Bank, N.A.,
        as Securities Administrator, on behalf of Deutsche Bank National Trust Company,
        as Trustee, in trust for the registered Certificateholders of HarborView
        Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14,
        Class 2A-1C. 

       

      “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, plus
        the
        amount on deposit, if any, in the Prefunding Account.

       

      “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 $1,008,580,515.00.

       

      “Prefunding
        Account”:
        The
        separate Eligible Account created and maintained by the Securities Administrator
        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 Securities Administrator, on behalf of Deutsche Bank National Trust Company,
        as Trustee, in trust for the registered Holders of HarborView Mortgage Loan
        Trust Mortgage Loan Pass-Through Certificates, Series 2006-14.” 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) an Event of Default occurs or (iii) January 31, 2007.

       

      “Premium
        Amount”:
        The
        Class 2A-1C Premium Amount.

       

      “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 unpaid Basis Risk
        Shortfall Amounts, (ii) any unreimbursed Servicing Advances and Advances
        and any
        unpaid Master Servicing Fees and Servicing Fees and (iii) all amounts, if
        any,
        then due and owing to the Trustee, the Master Servicer, the Securities
        Administrator, the Credit Risk Manager and the Certificate Insurer under
        this
        Agreement.

       


      
        
          
          

        

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

       

      “Principal
        Distribution Amount”:
        With
        respect to any Distribution Date and Loan Group, the excess of (x) the related
        Principal Remittance Amount for such Distribution Date over (y) such Loan
        Group’s pro
        rata
        share,
        based on the aggregate Stated 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.

       

      “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),
        (i) with respect to the February 2007 Distribution Date only, any amount
        remaining in the Prefunding Account at the end of the Prefunding Period in
        respect of each Loan Group and (j) 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.

       


      
        
          
          

        

        
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      “Private
        Certificates”:
        The
        Class C, Class ES, Class P and Class R Certificates.

       

      “Private
        Placement Memorandum”:
        Not
        applicable.

       

      “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 20, 2006, relating to the initial
        offering of the Offered Certificates.

       

      “Purchase
        Agreement”:
        Each
        mortgage loan purchase agreement and/or assignment agreement relating to
        the
        acquisition by the Seller of the Mortgage Loans and between the related
        Originator and the Seller, listed on Exhibit W hereto.

       

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

       


      
        
          
          

        

        
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      “Qualified
        Institutional Buyer”:
        As
        defined in Rule 144A of the Securities Act.

       

      “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 Securities Administrator 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 Securities Administrator 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 Securities Administrator;  

       

      (iv) provide
        that the Securities Administrator’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
        Certificate 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.

       


      
        
          
          

        

        
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      “Qualified
        Substitute Mortgage Loan”:
        A
        mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
        of
        this Agreement which must, on the date of such substitution, (i) have an
        outstanding principal balance, after application of all scheduled payments
        of
        principal and interest due during or prior to the month of substitution,
        not in
        excess of, and not more than 5% less than, the Principal Balance of the Deleted
        Mortgage Loan as of the Due Date in the calendar month during which the
        substitution occurs, (ii) have a maximum loan rate not less than the
        Maximum Loan Rate of the Deleted Mortgage Loan, (iii)  have a gross margin
        equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv)
        have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
        date not more than two months after the next Adjustment Date of the Deleted
        Mortgage Loan, (vi) have a remaining term to maturity not greater than (and
        not
        more than one year less than) that of the Deleted Mortgage Loan, (vii) be
        current as of the date of substitution, (viii) have a Loan-to-Value Ratio
        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 Moody’s and S&P 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
        and
        the Master Servicer.

       

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

       

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

       


      
        
          
          

        

        
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      “Reconstitution
        Agreement”:
        Each
        of the reconstitution agreements dated as of December 1, 2006, among the
        Seller,
        the Depositor and the related Servicer and acknowledged by the Master Servicer
        and the Trustee, reconstituting the Servicing Agreements.

       

      “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 Securities Administrator and shall have an established
        place of business in London. Until all of the LIBOR Certificates are paid
        in
        full, the Securities Administrator will at all times retain at least four
        Reference Banks for the purpose of determining LIBOR with respect to each
        LIBOR
        Determination Date. The Securities Administrator initially shall designate
        the
        Reference Banks (after consultation with the Depositor). If any such Reference
        Bank should be unwilling or unable to act as such or if the Securities
        Administrator should terminate its appointment as Reference Bank, the Securities
        Administrator shall promptly appoint or cause to be appointed another Reference
        Bank (after consultation with the Depositor). The Securities Administrator
        shall
        have no liability or responsibility to any Person for (i) the selection of
        any
        Reference Bank for purposes of determining LIBOR or (ii) any inability to
        retain
        at least four Reference Banks which is caused by circumstances beyond its
        reasonable control.

       

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

       

      “Regular
        Certificate”:
        Any
        Certificate other than the Class C, Class ES and Class R
        Certificates.

       

      “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.

       


      
        
          
          

        

        
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      “Regulation
        S Global Security”:
        Not
        applicable.

       

      “Relevant
        Servicing Criteria”:
        The
        Servicing Criteria applicable to each party, as set forth on Exhibit Q attached
        hereto. Multiple parties can have responsibility for the same Relevant Servicing
        Criteria. With respect to a Servicing Function Participant engaged by the
        Master
        Servicer, the Securities Administrator, the Trustee, the Custodian or a
        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
        Master Servicer’s Remittance Report to the Securities Administrator providing
        information with respect to each Mortgage Loan which is provided no later
        than
        the second Business Day following each Determination Date and which shall
        contain such information as may be agreed upon by the Master Servicer and
        the
        Securities Administrator and which shall be sufficient to enable the Securities
        Administrator to prepare the related Distribution Date Statement.

       

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

       

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

       

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

       


      
        
          
          

        

        
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      “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 relevant Servicing Agreement in respect of the
        proper operation, management and maintenance of such REO Property or (ii)
        payable or reimbursable to the applicable Servicer pursuant to the applicable
        provisions of the related Servicing Agreement for unpaid Master Servicing
        Fees
        and Servicing Fees in respect of the related Mortgage Loan and unreimbursed
        Servicing Advances and Advances in respect of such REO Property or the related
        Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO
        Property for such calendar month.

       

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

       

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

       

      “Repurchase
        Price”:
        As
        defined in the related Purchase Agreement.

       

      “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 Shortfalls for such Distribution Date with respect
        to
        the LIBOR certificates (after giving effect to distributions of amounts received
        pursuant to 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.

       

      “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.

       


      
        
          
          

        

        
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      “Restricted
        Global Security”:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

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

       

      “Senior
        Certificate”:
        Any
        one of the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C
        Certificates.

       

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

       


      
        
          
          

        

        
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      “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”:
        With
        respect to any Distribution Date, 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 January 2013, 73.375% and thereafter 78.700% 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 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
        the
        Overcollateralization Floor.

       

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

       

      “Servicer”:
        Each
        of GMACM, American Home and IndyMac.

       

      “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
        Servicers or with respect to the related Mortgage Loans and any REO Property,
        pursuant to the terms of the respective Servicing Agreement.

       

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

       

      “Servicing
        Agreement”:
        Each
        reconstituted servicing agreement set forth on Exhibit N hereto and relating
        to
        a Servicer and the servicing of the related Mortgage Loans by such Servicer,
        as
        the same may be amended from time to time.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      “Servicing
        Rights”:
        With
        respect to any SRO Mortgage Loan, any and all of the following: (a) the right,
        under the Servicing Agreement, to terminate the related SRO Servicer as servicer
        of the Mortgage Loan, with or without cause, subject to Section 3.03 of this
        Agreement; (b) the right, under the Servicing Agreement, to transfer the
        Servicing Rights and/or all servicing obligations with respect to such Mortgage
        Loan, subject to Section 3.03 of this Agreement; (c) the right to receive
        the
        Servicing Fee, less an amount to be retained by the related SRO Servicer
        as its
        servicing compensation as agreed to by the Servicing Rights Owner and the
        related SRO Servicer, subject to Section 3.03 of this Agreement, and (d)
        all
        powers and privileges incident to any of the foregoing.

       

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

       

      “SRO
        Mortgage Loans”:
        Any
        Mortgage Loans for which GMACM is the SRO Servicer and GCFP is the Servicing
        Rights Owner, and which are identified in the Mortgage Loan
        Schedule.

       

      “SRO
        Servicer”:
        GMACM
        in its capacity as Servicer of SRO Mortgage Loans.

       

      “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 January
        2007,
        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. 

       


      
        
          
          

        

        
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      “Stepdown
        Date”:
        The
        earlier to occur of (i) the first Distribution Date on which the aggregate
        Class
        Principal Balance of the Senior Certificates has been reduced to zero and
        (ii)
        the later to occur of (x) the Distribution Date occurring in January 2010
        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 January 2013, 26.625% and (b) on
        or
        after the Distribution Date in January 2013, 21.300%.

       

      “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 any Servicer (or a Subservicer of any Servicer),
        the Master Servicer, the Trustee, the Custodians or the Securities
        Administrator.

       

      “Subordinate
        Adjusted Cap Rate”:
        With
        respect to any Distribution Date and any Class of Subordinate Certificates,
        the
        weighted average of the Group 1 Adjusted Cap Rate and the Group 2 Adjusted
        Cap
        Rate, weighted in each case based on the applicable Subordinate Component
        for
        each Loan Group.

       

      “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 Monthly Interest Distributable Amount for such Class of
        Certificates computed without regard to the Subordinate Class Expense
        Share.

       


      
        
          
          

        

        
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      “Subordinate
        Component”:
        With
        respect to each Loan Group and any Distribution Date, the excess of the sum
        of
        the related Pool 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 each Subsequent Mortgage Loan, the date specified in the related
        Subsequent Transfer Agreement for such Subsequent Mortgage Loan.

       

      “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 P 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 a Servicer, the Master
        Servicer, the Securities Administrator or a 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.

       

      “Subservicing
        Fee”:
        With
        respect to any Mortgage Loan, an amount equal to (a) one-twelfth the product
        of
        (i) the Subservicing Fee Rate and (ii) the Stated Principal Balance of such
        Mortgage Loan as of the first day of the related month.

       


      
        
          
          

        

        
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      “Subservicing
        Fee Rate”:
        With
        respect to any Mortgage Loan serviced by GMACM on behalf of the Trust Fund,
        the
“GMACM Subservicing Fee Rate” as defined in the GMACM Reconstituted Servicing
        Agreement reconstituting the GMACM Sub-Servicing Agreement.

       

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

       

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

       

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

       

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

       

      “Transaction
        Addendum Harborview 2006-14”:
        The
        transaction addendum dated as of December 22, 2006, by and between Greenwich
        Capital Markets, Inc. and the Credit Risk Manager, and acknowledged by the
        Trustee, relating to the transaction contemplated by this
        Agreement.

       

      “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
        percentage of the Mortgage Loans that are delinquent 60 days or more (including
        loans in foreclosure or that are REO Properties) exceeds (i) prior to the
        Distribution Date in January 2013, 26.29% of the current Credit Enhancement
        Percentage or (ii) on or after the Distribution Date in January 2013, 32.86%
        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 sum
        of (a) the aggregate Stated Principal Balance of the Initial Mortgage Loans
        as
        of the Cut-off Date and (b) the Prefunded Amount, exceeds the applicable
        percentages set forth below with respect to such Distribution Date:

       


      
        
          
          

        

        
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                Distribution
                  Date Occurring In

              	
                Percentage

              
	 	 
	
                January
                  2009 - December 2009

              	
                0.20%
                  for the first month plus an additional 1/12th
                  of
                  0.25% for each month thereafter

              
	
                January
                  2010 - December 2010

              	
                0.45%
                  for the first month plus an additional 1/12th
                  of
                  0.35% for each month thereafter

              
	
                January
                  2011 - December 2011

              	
                0.80%
                  for the first month plus an additional 1/12th
                  of
                  0.35% for each month thereafter

              
	
                January
                  2012 - December 2012 

              	
                1.15%
                  for the first month plus an additional 1/12th
                  of
                  0.45% for each month thereafter

              
	
                January
                  2013 - December 2013 

              	
                1.60%
                  for the first month plus an additional 1/12th
                  of
                  0.15% for each month thereafter

              
	
                January
                  2014 and thereafter

              	
                1.75%

              


      

      


      “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 each Servicing Agreement, (vii) the Basis
        Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account,
        the
        Yield Maintenance Account and the Final Maturity Reserve Fund, (viii) the
        distributions made by the Administrator to the Securities Administrator pursuant
        to the Yield Maintenance Allocation Agreement, (ix) the Certificate 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),
        (2)
        all income and gain realized from Permitted Investments of funds on deposit
        in
        the Distribution Account and (3) all Servicing Rights with respect to the
        SRO
        Mortgage Loans.

       

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

       

      “Trustee
        Fee”:
        The
        annual on-going fee as agreed to by the Trustee and the Master Servicer and
        payable by the Master Servicer on behalf of the Trust Fund to the Trustee
        from
        the Master Servicer’s own funds pursuant to the terms of the separate fee letter
        agreement between the Trustee and the Master Servicer.

       


      
        
          
          

        

        
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      “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. 

       

      “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
        Interest Shortfall Amount”:
        With
        respect to 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 Certificates; 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 Certificates. 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 Master Servicer, the Securities
        Administrator or 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, Class ES and Class P Certificates shall
        have no voting rights.

       


      
        
          
          

        

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

       

      “Yield
        Maintenance Account”:
        The
        account established and maintained by the Securities Administrator pursuant
        to
        Section 5.12, which shall be entitled “Yield Maintenance Account, Wells Fargo
        Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National
        Trust Company, as Trustee, in trust for the registered Holders of HarborView
        Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14” 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. 38693), dated as of December 22, 2006 attached as
        Exhibit
        Z 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 22, 2006, among the Administrator, the
        Securities Administrator and the Sponsor, a copy of which is attached hereto
        as
        Exhibit Y.

       

      “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”:
        With
        respect to 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).

       


      
        
          
          

        

        
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      “Yield
        Maintenance Provider”:
        The
        Bank of New York, its successors in interest and assigns or any successor
        Yield
        Maintenance Provider.

       

      “Yield
        Maintenance Trust”:
        The
        corpus of a trust created pursuant to the Yield Maintenance Allocation Agreement
        and designated as the “Yield Maintenance Trust” consisting 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.

       

      “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 Initial 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 Initial 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 Securities
        Administrator 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 an assignment shall not include any Servicing Rights with respect to
        SRO
        Mortgage Loans. Such assignment includes all interest and principal due to
        the
        Depositor or the Master Servicer after the Initial Cut-off Date with respect
        to
        the Initial Mortgage Loans. In exchange for such transfer and assignment,
        the
        Depositor shall receive the Certificates.

       


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


      It
        is
        acknowledged and agreed that the Securities Administrator hereunder shall
        also
        serve as the Administrator under the Yield Maintenance Allocation Agreement
        and
        the Yield Maintenance Agreement. The Depositor hereby directs the Administrator
        to execute, deliver and perform its obligations under the Yield Maintenance
        Allocation Agreement and the 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 Securities
        Administrator shall apply to the Administrator’s execution and performance of
        its duties and obligations under the Yield Maintenance Allocation Agreement
        and
        the Yield Maintenance Agreement. 

       

      The
        Depositor hereby directs the Securities Administrator to execute, not in
        its
        individual capacity, but solely as Securities Administrator 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.

       

      Notwithstanding
        anything provided herein to the contrary, each of the parties hereto agrees
        and
        acknowledges that, notwithstanding the transfer, conveyance and assignment
        of
        the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement,
        GCFP remains the sole and exclusive owner of the related Servicing Rights
        with
        respect to the SRO Mortgage Loans.

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Purchase Agreement, including all rights of the Seller under the Servicing
        Agreements to the extent assigned in the Mortgage Loan Purchase Agreement.
        The
        Trustee hereby accepts such assignment, and shall be entitled to exercise
        all
        rights of the Depositor under the Mortgage Loan Purchase Agreement and all
        rights of the Seller under each Servicing Agreement as if, for such purpose,
        it
        were the Depositor or the Seller, as applicable, including the Seller’s right to
        enforce remedies for breaches of representations and warranties and delivery
        of
        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, the Seller, on behalf of the
        Depositor, does hereby deliver on the Closing Date, unless otherwise specified
        in this Section 2.01, to, and deposit with the Trustee, or the Custodian
        as its
        designated agent, the following documents or instruments with respect to
        each
        Mortgage Loan (a “Mortgage
        File”)
        so
        transferred and assigned:

       


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  (i)

                	
                  the
                    original Mortgage Note, endorsed either on its face or by allonge
                    attached
                    thereto in blank or in the following form: “Pay to the order of Deutsche
                    Bank National Trust Company, as Trustee for HarborView Mortgage
                    Loan Trust
                    Mortgage Loan Pass-Through Certificates, Series 2006-14, 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;

                


        

         

        
          	 	
                  (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 the Custodian on its behalf) 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 “Deutsche Bank National Trust Company, as
                    Trustee for HarborView Mortgage Loan Trust Mortgage Loan Pass-Through
                    Certificates, Series 2006-14, without
                    recourse;”

                


        

         


        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        


        
          	 	
                  (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.

                


        

         

      

      
        
          In
            connection with the assignment of any MERS Mortgage Loan, the Seller
            agrees that
            it will take (or shall cause the applicable Servicer to take), at the
            expense of
            the Seller (with the cooperation of the Depositor, the Trustee and the
            Master
            Servicer), such actions as are necessary to cause the MERS® System to
            indicate that such Mortgage Loans have been assigned by the Seller to
            the
            Trustee in accordance with this Agreement (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 2006-14.
            Notwithstanding anything herein to the contrary, the Master Servicer
            and
            Securities Administrator are not responsible for monitoring any MERS
            Mortgage
            Loans.

           

        

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

         

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

         


        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        


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

         

        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
          Initial
          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 applicable Servicer shall deliver to any NIMS Insurer,
          the
          Certificate Insurer and 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 (or to the Custodian on behalf of the Trustee) on behalf of
          the
          Trust Fund shall be held by the Master Servicer or the applicable Servicer
          in
          trust for the Trustee, for the benefit of the Trust Fund, 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.

         


        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        


        Upon
          three Business Days’ prior written notice to the Trustee, the Master Servicer,
          the Securities Administrator, 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).

         

        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);

                  


          

           


          
            
              
              

            

            
              64

              
                

              

            

            
              
              

            

          


          
            	 	
                    (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
                      January 2047;

                  


          

           

          
            	 	
                    (vii)

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

                  


          

           

          
            	 	
                    (viii)

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

                  


          

           

          
            	 	
                    (ix)

                  	
                    each
                      Subsequent Mortgage Loan will have a Stated Principal Balance
                      not greater
                      than $3,000,000;

                  


          

           

          
            	 	
                    (x)

                  	
                    each
                      Subsequent Mortgage Loan will have a first payment date no
                      later than
                      January 31, 2007;

                  


          

           

          
            	 	
                    (xi)

                  	
                    each
                      Subsequent Mortgage Loan will be an adjustable rate mortgage
                      loan, which
                      will have a Loan Rate determined by the MTA index or the 1-month
                      or
                      6-month LIBOR index;

                  


          

           

          
            	 	
                    (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 generally
                      in accordance
                      with underwriting criteria substantially similar to the underwriting
                      guidelines used by each Originator 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 3.250% per annum;

         


        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        


        
          	 	
                  (2)

                	
                  a
                    weighted average remaining term to stated maturity of no more
                    than 385
                    months;

                


        

         

        
          	 	
                  (3)

                	
                  a
                    weighted average original LTV ratio of not more than
                    78.00%;

                


        

         

        
          	 	
                  (4)

                	
                  a
                    weighted average credit score of not less than 700;
                    and

                


        

         

        
          	 	
                  (5)

                	
                  no
                    more than 7.00% 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 3.250% per annum;

         

        
          	 	
                  (2)

                	
                  a
                    weighted average remaining term to stated maturity of no more
                    than 385
                    months;

                


        

         

        
          	 	
                  (3)

                	
                  a
                    weighted average original LTV ratio of not more than
                    79.00%;

                


        

         

        
          	 	
                  (4)

                	
                  a
                    weighted average credit score of not less than 705;
                    and

                


        

         

        
          	 	
                  (5)

                	
                  no
                    more than 13.00% 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
          and
          (3) 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 Securities Administrator 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.

         


        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        


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

         

        The
          Trustee (or the Custodian on its behalf) further agrees, for the benefit
          of the
          Certificateholders and the Certificate Insurer, to 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 by it pursuant to Section 2.01 of this Agreement
          are in its possession, (ii) such documents have been reviewed by it and
          have not been mutilated, damaged or torn and relate to such Mortgage Loan
          and
          (iii) based on its examination and only as to the foregoing, the
          information set forth in the Mortgage Loan Schedule that corresponds to
          items
          (i), (ii) and (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
          its
          behalf) 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.

         


        
          
            
            

          

          
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        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.

         

        The
          Trustee (or the Custodian on its behalf) 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 its behalf) 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.

         


        
          
            
            

          

          
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        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.

         

        The
          Trustee is hereby authorized and directed by the Depositor to execute and
          deliver Transaction Addendum Harborview 2006-14 to the Master Consulting
          Agreement with the Credit Risk Manager.

         

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

         

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

         


        
          
            
            

          

          
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        (c) The
          Purchase Price or Repurchase Price (as defined in the related Purchase
          Agreement) for a Mortgage Loan purchased or repurchased under this Section
          2.03
          or such other amount due shall be deposited in the Distribution Account
          on or
          prior to the next Determination Date after the Seller’s or the related
          Originator’s obligation to repurchase such Mortgage Loan arises. The Trustee,
          upon receipt of written certification from the Seller or the related Originator
          of the related deposit in the Distribution Account, shall cause the Custodian
          to
          release to the Seller or the related Originator, as applicable, the related
          Mortgage File and shall execute and deliver such instruments of transfer
          or
          assignment, in each case without recourse, as the Seller or the related
          Originator, as applicable, shall furnish to it and as shall be necessary
          to vest
          in the Seller or the related Originator, as applicable, any Mortgage Loan
          released pursuant hereto and the Trustee 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(e)
          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

         


        
          
            
            

          

          
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        (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 an Originator
          of a
          representation and warranty made by such Originator in any 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 applicable Servicer to
          take), at
          the expense of the Seller (with the cooperation of the Depositor, the Trustee
          and the Master Servicer), such actions as are necessary either (i) cause
          MERS to
          execute and deliver an Assignment of Mortgage in recordable form to transfer
          the
          Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
          from registration on the MERS® System in accordance with MERS’ rules and
          regulations or (ii) cause MERS to designate on the MERS® System the Seller or
          its designee as the beneficial holder of such Mortgage Loan.

         

        (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 related Servicer, with respect to such Qualified Substitute
          Mortgage Loan or Loans, a certification substantially in the form attached
          hereto as Exhibit G-2, with any exceptions noted thereon. Within 180 days
          of the
          date of substitution, the Custodian on behalf of the Trustee shall deliver
          to
          the Seller and the Master Servicer a certification substantially in the
          form of
          Exhibit G-3 hereto with respect to such Qualified Substitute Mortgage Loan
          or
          Loans, with any exceptions noted thereon. Monthly Payments due with respect
          to
          Qualified Substitute Mortgage Loans in the month of substitution are not
          part of
          the Trust Fund and will be retained by the Seller. For the month of
          substitution, distributions to Certificateholders will reflect the collections
          and recoveries in respect of such Deleted Mortgage Loan in the Due Period
          preceding the month of substitution and the Depositor or the Seller, as
          the case
          may be, shall thereafter be entitled to retain all amounts subsequently
          received
          in respect of such Deleted Mortgage Loan. The Seller shall give or cause
          to be
          given written notice to the Certificateholders that such substitution has
          taken
          place, shall amend the Mortgage Loan Schedule to reflect the removal of
          such
          Deleted Mortgage Loan from the terms of this Agreement and the substitution
          of
          the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy
          of such
          amended Mortgage Loan Schedule to the Trustee, the Master Servicer and
          the
          Securities Administrator. Upon such substitution, such Qualified Substitute
          Mortgage Loan or Loans shall constitute part of the Trust Fund and shall
          be
          subject in all respects to the terms of this Agreement and, in the case
          of a
          substitution effected by the Seller, the Mortgage Loan Purchase Agreement,
          including, in the case of a substitution effected by the Seller all
          representations and warranties thereof included in the Mortgage Loan Purchase
          Agreement and all representations and warranties thereof set forth in Section
          2.04 hereof, in each case as of the date of substitution.


        
          
            
            

          

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

         

        In
          addition, the Seller shall obtain at its own expense and deliver to the
          NIMS
          Insurer and 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.

         


        
          
            
            

          

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

         

        (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 applicable Originator under the applicable Purchase Agreement and (ii)
          a
          representation or warranty of the Seller under this Agreement, in each
          case,
          which materially adversely affects the value of such Mortgage Loan or the
          interest therein of the Certificateholders 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;

         

        (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;
          

         


        
          
            
            

          

          
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        (iii) With
          respect to each representation and warranty with respect to any Mortgage
          Loan
          made by the related Originator in the related Purchase Agreement that is
          made as
          of the related Closing Date (as defined in the related Purchase Agreement),
          to
          the Seller’s knowledge, no event has occurred since the related Closing Date (as
          defined in the related Purchase Agreement) that would render such
          representations and warranties to be untrue in any material respect as
          of the
          Closing Date; 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, the Master Servicer or the Trustee that the substance
          of
          such representation and warranty is inaccurate and such inaccuracy materially
          and adversely affects the value of the related Mortgage Loan or the interest
          therein of the Certificateholders 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,
          the
          Master Servicer or the Trustee of a breach of any of the foregoing
          representations and warranties which materially and adversely affects the
          value
          of any Mortgage Loan or the interests therein of the Certificateholders
          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(a) 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.

         

        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:

         


        
          
            
            

          

          
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        (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;

         

        (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

         


        
          
            
            

          

          
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        (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 Securities Administrator, pursuant to the written request
          of the
          Depositor executed by an officer of the Depositor, has caused to be executed,
          authenticated and delivered to or upon the order of the Depositor, the
          Certificates in authorized denominations. The interests evidenced by the
          Certificates constitute the entire beneficial ownership interest in the
          Trust
          Fund.

         

        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.

         


        
          
            
            

          

          
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        (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.

         

        (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.

         


        
          
            
            

          

          
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        (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,
          the
          Certificate Insurer and the Master Servicer of the existence of any lien
          on any
          Mortgage Loan immediately upon discovery thereof, and the Seller will defend
          the
          right, title and interest of the Trustee, as assignee of the Depositor,
          in, to
          and under the Mortgage Loans, against all claims of third parties claiming
          through or under the Seller; provided,
          however,
          that
          nothing in this Section 2.09 shall prevent or be deemed to prohibit the
          Seller
          from suffering to exist upon any of the Mortgage Loans any liens for municipal
          or other local taxes and other governmental charges if such taxes or
          governmental charges shall not at the time be due and payable or if the
          Seller
          shall currently be contesting the validity thereof in good faith by appropriate
          proceedings and shall have set aside on its books adequate reserves with
          respect
          thereto. The Seller shall, within 30 days after the Closing Date, provide
          the
          Master Servicer, the Securities Administrator, the Trustee, the Servicer,
          the
          Certificate Insurer and the Depositor a complete list of each party to
          the
          HarborView Mortgage Loan Trust 2006-14 transaction.

         

         

        ARTICLE
          III

         

        ADMINISTRATION
          AND MASTER SERVICING OF THE MORTGAGE LOANS; CREDIT RISK MANAGER

         

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

         

        The
          Master Servicer shall supervise, monitor and oversee the obligation of
          the
          Servicers to service and administer their respective Mortgage Loans in
          accordance with the terms of the applicable Servicing Agreement and shall
          have
          full power and authority to do any and all things which it may deem necessary
          or
          desirable in connection with such master servicing and administration.
          In
          performing its obligations hereunder, the Master Servicer shall act in
          a manner
          consistent with Accepted Master Servicing Practices. Furthermore, the Master
          Servicer shall oversee and consult with each Servicer as necessary from
          time-to-time to carry out the Master Servicer’s obligations hereunder, shall
          receive, review and evaluate all reports, information and other data provided
          to
          the Master Servicer by each Servicer and shall cause each Servicer to perform
          and observe the covenants, obligations and conditions to be performed or
          observed by such Servicer under the applicable Servicing Agreement.
          Notwithstanding anything in this Agreement, the Servicing Agreements or
          the
          Credit Risk Management Agreements to the contrary, the Master Servicer
          shall
          have no duty or obligation to enforce the Credit Risk Management Agreements
          or
          to supervise, monitor or oversee the activities of the Servicers under
          the
          related Credit Risk Management Agreements with respect to any action taken
          or
          not taken by the applicable Servicer at the direction of the Seller or
          pursuant
          to a recommendation of the Credit Risk Manager. The Master Servicer shall
          independently and separately monitor each Servicer’s servicing activities with
          respect to each related Mortgage Loan, reconcile the results of such monitoring
          with such information provided in the previous sentence on a monthly basis
          and
          coordinate corrective adjustments to the Servicers’ and Master Servicer’s
          records, and provide such reconciled and corrected information to the Securities
          Administrator to enable it to prepare the statements specified in Section
          5.04
          and any other information and statements required of the Securities
          Administrator hereunder.

         


        
          
            
            

          

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

         

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

         

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

         


        
          
            
            

          

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

         

        SECTION
          3.02. REMIC-Related
          Covenants.

         

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

         

        SECTION
          3.03. Monitoring
          of Servicers.

         

        (a) The
          Master Servicer shall be responsible for reporting to the Trustee (on behalf
          of
          the Trust Fund) and the Depositor the compliance by each Servicer with
          its
          duties under the related Servicing Agreement. In the review of each Servicer’s
          activities, the Master Servicer may rely upon an officer’s certificate of the
          Servicer with regard to such Servicer’s compliance with the terms of its
          Servicing Agreement. In the event that the Master Servicer, in its judgment,
          determines that a Servicer should be terminated in accordance with its
          Servicing
          Agreement, or that a notice should be sent pursuant to such Servicing Agreement
          with respect to the occurrence of an event that, unless cured, would constitute
          grounds for such termination, the Master Servicer shall notify the Depositor
          and
          the Trustee thereof, and with respect to the SRO Servicer, the Master Servicer
          shall also notify the Servicing Rights Owner, and the Master Servicer shall
          issue such notice or take such other action as it deems appropriate with
          Section
          3.03(b) or, with respect to the SRO Servicer, Section 3.03(f)
          below.

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        (f) Notwithstanding
          anything to the contrary herein, upon the termination of the SRO Servicer
          for
          any reason whatsoever, the Servicing Rights Owner, as owner of the related
          Servicing Rights, shall at all times have the right to select a successor
          Servicer acceptable to the Master Servicer, which the Master Servicer shall
          appoint, provided
          that
          such servicer is an Acceptable Successor Servicer and that such servicer
          will
          assume all of the obligations of the terminated Servicer under the related
          Servicing Agreement. The Trustee shall have no duty, and shall not be required,
          to review the terms of such assumption under the Servicing
          Agreement.

         

        (g) It
          is
          understood and acknowledged by the parties hereto that, under the Servicing
          Agreement, the SRO Servicer has the right to resign as a SRO Servicer under
          the
          related Servicing Agreement, provided
          that
          such resignation shall not become effective until (i) the Servicing Rights
          Owner
          has consented to such resignation, and (ii) a successor Servicer is appointed
          which (a) is an Acceptable Successor Servicer and (b) which has assumed
          all of
          the obligations of the terminated Servicer under the related Servicing
          Agreement. Any reasonable costs and expenses of the Master Servicer incurred
          in
          connection with such termination and transfer of servicing shall be paid
          by the
          Servicing Rights Owner.

         

        


        
          
            
              
              

            

            
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        (h) It
          is
          understood and acknowledged by the parties hereto that under the Servicing
          Agreement related to the SRO Mortgage Loans, the Servicing Rights Owner
          has the
          right to terminate the SRO Servicer, without cause, as provided and subject
          to
          the limitations of the Servicing Agreement; provided
          that
          such termination shall not become effective until a successor Servicer
          is
          appointed which (a) is an Acceptable Successor Servicer and (b) which has
          assumed all of the obligations of the terminated Servicer under the related
          Servicing Agreement. Any termination fees owed to the terminated SRO Servicer
          and any reasonable costs and expenses of the Master Servicer incurred in
          connection with such termination and transfer of servicing shall be paid
          by the
          Servicing Rights Owner.

         

        SECTION
          3.04. Fidelity
          Bond.

         

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

         

        (b) The
          Master Servicer shall promptly report to the Trustee and any NIMS Insurer
          any
          material changes that may occur in the Master Servicer fidelity bond or
          the
          Master Servicer errors and omissions insurance policy and shall furnish
          to the
          Trustee and any NIMS Insurer, on request, certificates evidencing that
          such bond
          and insurance policy are in full force and effect. The Master Servicer
          shall
          promptly report to the Trustee and any NIMS Insurer all cases of embezzlement
          or
          fraud, if such events involve funds relating to the Mortgage Loans. The
          total
          losses relating to the Mortgage Loans, regardless of whether claims are
          filed
          with the applicable insurer or surety, shall be disclosed in such reports
          together with the amount of such losses covered by insurance. If a bond
          or
          insurance claim report relating to the Mortgage Loans is filed with any
          of such
          bonding companies or insurers, the Master Servicer shall promptly furnish
          a copy
          of such report to the Trustee and any NIMS Insurer. Any amounts relating
          to the
          Mortgage Loans collected by the Master Servicer under any such bond or
          policy
          shall be promptly remitted by the Master Servicer to the Securities
          Administrator for deposit into the Distribution Account. Any amounts relating
          to
          the Mortgage Loans collected by the applicable Servicer under any such
          bond or
          policy shall be remitted to the Master Servicer to the extent provided
          in the
          applicable Servicing Agreement.

         

        


        
          
            
              
              

            

            
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        SECTION
          3.05. Power
          to Act; Procedures.

         

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

         

        


        
          
            
              
              

            

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

         

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

         

        SECTION
          3.07. Release
          of Mortgage Files.

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          3.09. Standard
          Hazard Insurance and Flood Insurance Policies.

         

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

         

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

         

        SECTION
          3.10. Presentment
          of Claims and Collection of Proceeds.

         

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

         

        SECTION
          3.11. Maintenance
          of the Primary Insurance Policies.

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        SECTION
          3.13. Realization
          Upon Defaulted Mortgage Loans.

         

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

         

        SECTION
          3.14. Additional
          Compensation to the Master Servicer. 

         

        The
          Master Servicer shall be entitled to receive the Master Servicing Fee and,
          pursuant to Section 4.02(c), certain income and gain realized from any
          investment of funds in the Distribution Account shall be for the benefit
          of the
          Master Servicer as additional compensation. Servicing compensation in the
          form
          of assumption fees, if any, late payment charges, as collected, if any,
          or
          otherwise (but, unless otherwise specifically permitted in the applicable
          Servicing Agreement, not including any Prepayment Penalty Amounts) shall
          be
          retained by the applicable Servicer, or the Master Servicer, and shall
          not be
          deposited in the related Servicing Account or the Distribution
          Account. The
          Master Servicer shall be required to pay all expenses incurred by it in
          connection with its activities hereunder and shall not be entitled to
          reimbursement therefor except as provided in this Agreement. The amount
          of the
          aggregate compensation payable as set forth in this Section 3.14 plus the
          Master
          Servicing Fee due to the Master Servicer in respect of any Distribution
          Date
          shall be reduced in accordance with Section 5.06.

         

        


        
          
            
              
              

            

            
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        SECTION
          3.15. REO
          Property.

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          3.16. Assessments
          of Compliance and Attestation Reports.

         

        (a) Assessments
          of Compliance.

         

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

        


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

        


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

        


        
          
            
              
              

            

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

        


        (v) In
          the
          event the Master Servicer, the Securities Administrator, the Trustee, in
          its
          capacity as Custodian, or any Servicing Function Participant engaged by
          such
          party is terminated, assigns its rights and obligations under or resigns
          pursuant to the terms of this Agreement, or any other applicable agreement,
          as
          the case may be, such party shall provide a report on assessment of compliance
          pursuant to this Section 3.16(a) or to such other applicable agreement
          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 Master Servicer, the Securities Administrator and the Trustee, in its
          capacity as Custodian, each at its own expense, shall cause, and each such
          party
          shall cause any Servicing Function Participant engaged by it to cause,
          each at
          its own expense, a registered public accounting firm (which may also render
          other services to the Master Servicer and the Trustee, in its capacity
          as
          Custodian, the Securities Administrator, or such other Servicing Function
          Participants, as the case may be) and that is a member of the American
          Institute
          of Certified Public Accountants to furnish a report to the Securities
          Administrator and the Depositor, to the effect that (i) it has obtained
          a 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. 

        


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

        


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

        


        


        
          
            
              
              

            

            
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        (iv) In
          the
          event the Master Servicer, the Securities Administrator, the Trustee, in
          its
          capacity as Custodian, a Servicer or any Servicing Function Participant
          engaged
          by such party is terminated, assigns its rights and duties under or resigns
          pursuant to the terms of this Agreement, or any applicable custodial agreement,
          servicing agreement or subservicing agreement, as the case may be, such
          party
          shall cause a registered public accounting firm to provide an attestation
          pursuant to this Section 3.16(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 obligation in its capacity as Custodian to provide assessments of
          compliance and attestations under this Section 3.16 shall terminate upon
          the
          filing of a Form 15 suspension notice on behalf of the Trust Fund.
          Notwithstanding the foregoing, after the occurrence of such event, and
          provided
          that the
          Depositor is not otherwise provided with such reports or copies of such
          reports,
          the Master Servicer and the Securities Administrator shall be obligated
          to
          provide a copy of such reports, by March 31 of each year, to the
          Depositor.

        


        SECTION
          3.17. Annual
          Compliance Statement.

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          3.18. Enforcement
          of Regulation AB Deliverables.

         

        If
          a
          Servicer or any Servicing Function Participant engaged by it fails to deliver
          any certifications, assessments, attestations or statements of compliance
          to the
          Securities Administrator within the time specified in the related Servicing
          Agreement, the Securities Administrator shall notify such 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 applicable Servicer or any Servicing Function
          Participant has failed to deliver any of the required certifications,
          assessments, attestations or statements of compliance, the Securities
          Administrator shall notify the Seller and the Depositor of such failure
          to
          deliver the required certifications, assessments, attestations or statements
          of
          compliance pursuant to the related Servicing Agreement.

         

        SECTION
          3.19. Sarbanes-Oxley
          Certification.

         

        Each
          Form
          10-K shall include a Sarbanes-Oxley Certification, required to be included
          therewith pursuant to the Sarbanes-Oxley Act. The Securities Administrator
          and
          the Master Servicer shall provide, and each such party shall cause any
          Servicing
          Function Participant engaged by it to provide, to the Person who signs
          the
          Sarbanes-Oxley Certification (the “Certifying
          Person”),
          by
          March 10 (with a 5 calendar day cure period) of each year in which the
          Trust
          Fund is subject to the reporting requirements of the Exchange Act and otherwise
          within a reasonable period of time upon request, a certification (each,
          a
“Back-Up
          Certification”)
          in the
          form of Exhibit M hereto upon which the Certifying Person, the entity for
          which
          the Certifying Person acts as an officer, and such entity’s officers, directors
          and Affiliates (collectively with the Certifying Person, “Certification
          Parties”)
          can
          reasonably rely. A senior officer of the Master Servicer in charge of the
          master
          servicing function shall serve as the Certifying Person on behalf of the
          Trust
          Fund. Such officer of the Certifying Person can be contacted by e-mail
          at
          cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In
          the
          event any such party or any Servicing Function Participant engaged by such
          party
          is terminated or resigns pursuant to the terms of this Agreement, or any
          applicable subservicing agreement, as the case may be, such party shall
          provide
          a Back-Up Certification to the Certifying Person pursuant to this Section
          3.19
          with respect to the period of time it was subject to this Agreement or
          any
          applicable subservicing agreement, as the case may be. Notwithstanding
          the
          foregoing, (i) the Master Servicer and the Securities Administrator shall
          not be
          required to deliver a Back-Up Certification to each other if both are the
          same
          Person and the Master Servicer is the Certifying Person and (ii) the Master
          Servicer shall not be obligated to sign the Sarbanes-Oxley Certification
          in the
          event that it does not receive any Back-Up Certification required to be
          furnished to it pursuant to this section or any Servicing
          Agreement.

         

        SECTION
          3.20. Reports
          Filed with Securities and Exchange Commission.

         

        The
          Securities Administrator 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. 

         

        


        
          
            
              
              

            

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

         

        (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 2006-14 transaction
          shall be required to provide to the Securities Administrator, 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
          Securities Administrator and such party, the form and substance of any
          Additional Form 10-D Disclosure, if applicable, together with an Additional
          Disclosure Notification in the form of Exhibit T hereto (an “Additional
          Disclosure Notification”) and (ii) the Depositor will approve, as to form and
          substance, or disapprove, as the case may be, the inclusion of the Additional
          Form 10-D Disclosure on Form 10-D. The Seller will be responsible for any
          reasonable fees and expenses assessed or incurred by the Securities
          Administrator in connection with including any Additional Form 10-D Disclosure
          in Form 10-D pursuant to this paragraph.

         

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

         

        


        
          
            
              
              

            

            
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        (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 Securities Administrator 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 Securities Administrator 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 Securities Administrator shall be entitled to rely on such representations
          in preparing, executing and/or filing any such report.

         

        (b) Reports
          Filed on Form 10-K.

         

        (i) On
          or
          prior to the 90th day after the end of each fiscal year of the Trust Fund
          in
          which a Form 10-K is required to be filed or such earlier date as may be
          required by the Exchange Act (the “10-K
          Filing Deadline”)
          (it
          being understood that the fiscal year for the Trust Fund ends on December
          31st
          of each
          year), commencing in March 2007, the Securities Administrator shall prepare
          and
          file on behalf of the Trust Fund a Form 10-K, in form and substance as
          required
          by the Exchange Act. Each such Form 10-K shall include the following items,
          in
          each case to the extent they have been delivered to the Securities Administrator
          within the applicable time frames set forth in this Agreement and the Servicing
          Agreements, (i) an annual compliance statement for each Servicer, the Master
          Servicer, the Securities Administrator and any Servicing Function Participant
          engaged by such parties (each, with the Custodian, a “Reporting
          Servicer”)
          as
          described under Section 3.17 and in such other agreement, (ii)(A) the annual
          reports on assessment of compliance with servicing criteria for each Reporting
          Servicer, as described under Section 3.16(a), and (B) if any Reporting
          Servicer’s report on assessment of compliance with servicing criteria described
          under Section 3.16(a) identifies any material instance of noncompliance,
          disclosure identifying such instance of noncompliance, or if any Reporting
          Servicer’s report on assessment of compliance with servicing criteria described
          under Section 3.16(a) is not included as an exhibit to such Form 10-K,
          disclosure that such report is not included and an explanation why such
          report
          is not included, (iii)(A) the registered public accounting firm attestation
          report for each Reporting Servicer, as described under Section 3.16(b),
          and (B)
          if any registered public accounting firm attestation report described under
          Section 3.16(b) identifies any material instance of noncompliance, disclosure
          identifying such instance of noncompliance, or if any such registered public
          accounting firm attestation report is not included as an exhibit to such
          Form
          10-K, disclosure that such report is not included and an explanation why
          such
          report is not included, and (iv) a Sarbanes-Oxley Certification as described
          in
          Section 3.19; provided,
          however,
          that
          the Securities Administrator, at its discretion, may omit from the Form
          10-K any
          annual compliance statement, assessment of compliance or attestation report
          that
          is not required to be filed with such Form 10-K pursuant to Regulation
          AB. Any
          disclosure or information in addition to (i) through (iv) above that is
          required
          to be included on Form 10-K (“Additional
          Form 10-K Disclosure”)
          shall
          be reported by the responsible parties set forth on Exhibit O to the Depositor
          and Securities Administrator and directed and approved by the Depositor
          pursuant
          to the following paragraph and the Securities Administrator will have no
          duty or
          liability for any failure hereunder to determine or prepare any Additional
          Form
          10-K Disclosure, except as set forth in the next paragraph.

        


        
          
            
              
              

            

            
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        (ii) As
          set
          forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day
          cure
          period) of each year that the Trust Fund is subject to the Exchange Act
          reporting requirements, commencing in 2007, (i) the parties to the HarborView
          Mortgage Loan Trust 2006-14 transaction shall be required to provide to
          the
          Securities Administrator and the Depositor, to the extent known by a responsible
          officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
          easily convertible to EDGAR format), or in such other form as otherwise
          agreed
          upon by the Securities Administrator and such party, the form and substance
          of
          any Additional Form 10-K Disclosure, if applicable, together with an Additional
          Disclosure Notification and (ii) the Depositor will approve, as to form
          and
          substance, or disapprove, as the case may be, the inclusion of the Additional
          Form 10-K Disclosure on Form 10-K. The Seller will be responsible for any
          reasonable fees and expenses assessed or incurred by the Securities
          Administrator in connection with including any Additional Form 10-K Disclosure
          in Form 10-K pursuant to this paragraph.

        


        (iii) After
          preparing the Form 10-K, the Securities Administrator 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,
          the
          Depositor shall notify the Securities Administrator in writing of any changes
          to
          or approval of such Form 10-K. In the absence of receipt of any written
          changes
          or approval, the Securities Administrator shall be entitled to assume that
          such
          Form 10-K is in final form and the Securities Administrator may proceed
          with the
          execution and filing of the Form 10-K. A senior officer of the Master Servicer
          in charge of the master servicing function shall sign each Form 10-K. If
          a Form
          10-K cannot be filed on time or if a previously filed Form 10-K needs to
          be
          amended, the Securities Administrator will follow the procedures set forth
          in
          subsection (d)(ii) of this Section 3.19. Promptly (but no later than 1
          Business
          Day) after filing with the Commission, the Securities Administrator will
          make
          available on its internet website a final executed copy of each Form 10-K
          filed
          by the Securities Administrator. The parties to this Agreement acknowledge
          that
          the performance by the Master Servicer and the Securities Administrator
          of its
          duties under this Section 3.20(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 3.20(b), Section 3.19, Section
          3.17, Section 3.16(a) and Section 3.16(b). Neither the Master Servicer
          nor the
          Securities Administrator shall have any liability for any loss, expense,
          damage
          or claim arising out of or with respect to any failure to properly prepare,
          execute and/or timely file such Form 10-K, where such failure results from
          the
          Securities Administrator’s inability or failure to receive, on a timely basis,
          any information from any other party hereto needed to prepare, arrange
          for
          execution or file such Form 10-K, and for any erroneous, inaccurate or
          incomplete information or certification provided to the Securities Administrator
          not resulting from its own negligence, bad faith or willful
          misconduct.

        


        
          
            
              
              

            

            
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        (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.” At the date of the filing of each
          report on Form 10-K with respect to the Trust Fund, the Depositor shall
          be
          deemed to represent to the Securities Administrator 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 Securities Administrator 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 Securities Administrator shall be entitled to
          rely on such representations in preparing, executing 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 Securities Administrator shall prepare
          and
          file on behalf of the Trust Fund a Form 8-K, as required by the Exchange
          Act,
provided
          that the
          Depositor shall file the initial Form 8-K in connection with the issuance
          of the
          Certificates. Any disclosure or information related to a Reportable Event
          or
          that is otherwise required to be included in Form 8-K (“Form
          8-K Disclosure Information”)
          shall
          be reported by the responsible parties set forth on Exhibit O to the Depositor
          and Securities Administrator and directed and approved by the Depositor
          pursuant
          to the following paragraph and the Securities Administrator will have no
          duty or
          liability for any failure hereunder to determine or prepare any Form 8-K
          Disclosure Information or any Form 8-K, except as set forth in the next
          paragraph.

        


        (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 New York City time
          on
          the 2nd Business Day after the occurrence of a Reportable Event (i) the
          parties
          to the HarborView Mortgage Loan Trust 2006-14 transaction shall be required
          to
          provide to the Securities Administrator and the Depositor, to the extent
          known
          by a responsible officer thereof, in EDGAR-compatible form (which may be
          Word or
          Excel documents easily convertible to EDGAR format), or in such other form
          as
          otherwise agreed upon by the Securities Administrator and such party, the
          form
          and substance of any Form 8-K Disclosure Information in the form of Exhibit
          T
          hereto, if applicable, together with an Additional Disclosure Notification
          and
          (ii) the Depositor will approve, as to form and substance, or disapprove,
          as the
          case may be, the inclusion of the Form 8-K Disclosure Information. The
          Seller
          will be responsible for any reasonable fees and expenses assessed or incurred
          by
          the Securities Administrator in connection with including any Form 8-K
          Disclosure Information in Form 8-K pursuant to this paragraph. 

        


        
          
            
              
              

            

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

        


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

         

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

         

        (ii) In
          the
          event that the Securities Administrator is unable to timely file with the
          Commission all or any required portion of any Form 8-K, 10-D or 10-K required
          to
          be filed by this Agreement because required disclosure information was
          either
          not delivered to it or delivered to it after the delivery deadlines set
          forth in
          this Agreement or for any other reason, the Securities Administrator will
          promptly notify the Depositor 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 Securities Administrator 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 the
          Securities Administrator 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
          Securities Administrator 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-K/A,
          10-D/A
          or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D
          or 10-K
          shall be signed by a duly authorized representative of the Master Servicer.
          Any
          Form 10-K amendment shall be signed by a senior officer of the Master Servicer
          in charge of the master servicing function. The parties to this Agreement
          acknowledge that the performance by the Master Servicer and the Securities
          Administrator of their respective duties under this Section 3.20(d) related
          to
          the timely preparation, execution and filing of Form 15, a Form 12b-25
          or any
          amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
          performing its duties under this Section. Neither the Master Servicer nor
          the
          Securities Administrator shall have any liability for any loss, expense,
          damage,
          claim arising out of or with respect to any failure to properly prepare,
          execute
          and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
          8-K,
          10-D or 10-K, where such failure results from the Securities Administrator’s
          inability or failure to obtain or receive, on a timely basis, any information
          from any other party hereto needed to prepare, arrange for execution or
          file
          such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
          and for
          any erroneous, inaccurate or incomplete information or certification provided
          to
          the Securities Administrator not resulting from its own negligence, bad
          faith or
          willful misconduct.

        


        
          
            
              
              

            

            
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        (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 Securities
          Administrator shall sign the Securities Administrator Certification (in
          the form
          attached hereto as Exhibit S) for the benefit of the Depositor and its
          officers,
          directors and affiliates.

         

        Any
          notice or notification required to be delivered by the Securities Administrator
          to the Depositor pursuant to this Section 3.20 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 Securities Administrator
          to
          McKee Nelson LLP pursuant to this Section 3.19, may be delivered via e-mail
          to
RBSGC@mckeenelson.com.

         

        SECTION
          3.21. Additional
          Information.

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          3.22. Intention
          of the Parties and Interpretation.

         

        Each
          of
          the parties acknowledges and agrees that the purpose of Section 3.16 through
          Section 3.23 of this Agreement is to facilitate compliance by the Securities
          Administrator and the Depositor with the provisions of Regulation AB promulgated
          by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 -
          229.1123), as such may be amended from time to time and subject to such
          clarification and interpretive advice as may be issued by the staff of
          the
          Commission from time to time. Therefore, each of the parties agrees that
          (a) the
          obligations of the parties hereunder shall be interpreted in such a manner
          as to
          accomplish that purpose, (b) the parties’ obligations hereunder will be
          supplemented and modified as necessary to be consistent with any such
          amendments, interpretive advice or guidance, convention or consensus among
          active participants in the asset-backed securities markets, advice of counsel,
          or otherwise in respect of the requirements of Regulation AB, (c) the parties
          shall comply with the reasonable requests made by the Securities Administrator
          or the Depositor for delivery of such additional or different information
          as the
          Securities Administrator or the Depositor may determine in good faith is
          necessary to comply with the provisions of Regulation AB, and (d) no amendment
          of this Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of
          the
          provisions of Regulation AB.

         

        SECTION
          3.23. Indemnification.
          

         

        Each
          party required to deliver an assessment of compliance and attestation report
          pursuant to Section 3.16 or any additional disclosure pursuant to Section
          3.20
          and including the Depositor, the Master Servicer, the Securities Administrator,
          the Trustee in its capacity as Custodian and any Servicing Function Participant
          engaged by such party, respectively (each, an “Item
          1122 Responsible Party”),
          shall
          indemnify and hold harmless the Securities Administrator, the Master Servicer
          and the Depositor, respectively, and each of their directors, officers,
          employees, agents, and affiliates from and against any and all claims,
          losses,
          damages, penalties, fines, forfeitures, reasonable legal fees and related
          costs,
          judgments and other costs and expenses arising out of or based upon (a)
          any
          breach by such Item 1122 Responsible Party of any of its obligations hereunder
          relating to its obligations as an Item 1122 Responsible Party, including
          particularly its obligations to provide any assessment of compliance,
          attestation report or compliance statement required under Section 3.16(a),
          3.16(b) or 3.17, respectively, or any information, data or materials required
          to
          be included in any Exchange Act report, (b) any material misstatement or
          omission in (x) any compliance certificate delivered by it, or by any Servicing
          Function Participant engaged by it, pursuant to this Agreement, (y) any
          assessment or (except in the case of the Trustee, in its capacity as a
          Custodian) attestation delivered by or on behalf of it, or by any Servicing
          Function Participant engaged by it, pursuant to this Agreement, or (z)
          any
          Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
          8-K
          Disclosure Information concerning such party and provided by it, or (c) the
          negligence, bad faith or willful misconduct of such Item 1122 Responsible
          Party
          in connection with its performance hereunder relating to its obligations
          as an
          Item 1122 Responsible Party. If the indemnification provided for herein
          is
          unavailable or insufficient to hold harmless the Master Servicer, the Securities
          Administrator, the Depositor or the Seller, as the case may be, then each
          Item
          1122 Responsible Party agrees that it shall contribute to the amount paid
          or
          payable by the Securities Administrator, the Master Servicer and the Depositor,
          as applicable, as a result of any claims, losses, damages or liabilities
          incurred by the Securities Administrator, the Master Servicer or the Depositor
          in such proportion as is appropriate to reflect the relative fault of the
          Securities Administrator, the Master Servicer or the Depositor on the one
          hand
          and such Item 1122 Responsible Party on the other. This indemnification
          shall
          survive the termination of this Agreement or the termination of any party
          to
          this Agreement.

         

        


        
          
            
              
              

            

            
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        SECTION
          3.24. [Reserved]

         

        SECTION
          3.25. [Reserved]

         

        SECTION
          3.26. [Reserved]

         

        SECTION
          3.27. [Reserved]

         

        SECTION
          3.28. Closing
          Opinion of Counsel.

         

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

         

        SECTION
          3.29. [Reserved]

         

        SECTION
          3.30. Merger
          or Consolidation of the Master Servicer.

         

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

         

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

         

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

         

        (a) In
          addition to any indemnity required pursuant to Section 3.23 hereof, the
          Master
          Servicer agrees to indemnify the Indemnified Persons for, and to hold them
          harmless against, any loss, liability or expense (except as otherwise provided
          herein with respect to expenses) (including reasonable legal fees and
          disbursements of counsel) incurred on their part that may be sustained
          in
          connection with, arising out of, or relating to this Agreement or the
          Certificates (i) related to the Master Servicer’s failure to perform its duties
          in compliance with this Agreement (except as any such loss, liability or
          expense
          shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
          by
          reason of the Master Servicer’s willful misfeasance, bad faith or gross
          negligence in the performance of duties hereunder or by reason of reckless
          disregard of obligations and duties hereunder, provided,
          in each
          case, that with respect to any such claim or legal action (or pending or
          threatened claim or legal action), an Indemnified Person shall have given
          the
          Master Servicer, any NIMS Insurer and the Depositor written notice thereof
          promptly after such Indemnified Person shall have with respect to such
          claim or
          legal action knowledge thereof. The Indemnified Person’s failure to give such
          notice shall not affect the Indemnified Person’s right to indemnification
          hereunder. This indemnity shall survive the resignation or removal of the
          Trustee, the Master Servicer or the Securities Administrator and the termination
          of this Agreement.

         

        


        
          
            
              
              

            

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

         

        (c) In
          addition to any indemnity required pursuant to Section 3.23 hereof, the
          Securities Administrator agrees to indemnify the Indemnified Persons (other
          than
          the Securities Administrator) for, and to hold them harmless against, any
          loss,
          liability or expense (except as otherwise provided herein with respect
          to
          expenses) (including reasonable legal fees and disbursements of counsel)
          incurred on their part (i) in connection with, arising out of, or relating
          to
          the Securities Administrator’s failure to file any Exchange Act report which the
          Securities Administrator is responsible for filing in accordance with Section
          3.20, (ii) by reason of the Securities Administrator’s negligence or willful
          misconduct in the performance of such obligations pursuant to Section 3.20
          or
          (iii) by reason of the Securities Administrator’s reckless disregard of such
          obligations pursuant to Section 3.20, provided,
          in each
          case, that with respect to any such claim or legal action (or pending or
          threatened claim or legal action), an Indemnified Person shall have given
          the
          Securities Administrator and the NIMS Insurer written notice thereof promptly
          after such Indemnified Person shall have with respect to such claim or
          legal
          action knowledge thereof. The Indemnified Person’s failure to give such notice
          shall not affect the Indemnified Person’s right to indemnification hereunder.
          This indemnity shall survive the resignation or removal of the Trustee,
          the
          Master Servicer or the Securities Administrator and the termination of
          this
          Agreement.

         

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

         

        Subject
          to the obligation of the Master Servicer to indemnify the Indemnified Persons
          pursuant to Section 3.31:

         

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

         

        


        
          
            
              
              

            

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

         

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

         

        (d) The
          Master Servicer shall not be under any obligation to appear in, prosecute
          or
          defend any legal action that is not incidental to its duties under this
          Agreement and that in its opinion may involve it in any expense or liability;
          provided,
          however,
          the
          Master Servicer may in its discretion, undertake any such action which
          it may
          deem necessary or desirable with respect to this Agreement and the rights
          and
          duties of the parties hereto and the interests of the Trust Fund and the
          Certificateholders hereunder. In such event, the legal expenses and costs
          of
          such action and any liability resulting therefrom shall be expenses, costs
          and
          liabilities of the Trust Fund, and the Master Servicer shall be entitled
          to be
          reimbursed therefor out of the Distribution Account as provided by Section
          4.03.
          Nothing in this Subsection 3.32(d) shall affect the Master Servicer’s obligation
          to supervise, or to take such actions as are necessary to enforce, the
          servicing
          and administration of the Mortgage Loans pursuant to Sections 3.01 and
          3.03.

         

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

         

        


        
          
            
              
              

            

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

         

        SECTION
          3.33. Master
          Servicer Not to Resign. 

         

        Except
          as
          provided in Section 3.35, the Master Servicer shall not resign from the
          obligations and duties hereby imposed on it except upon a determination
          that any
          such duties hereunder are no longer permissible under applicable law and
          such
          impermissibility cannot be cured. Any such determination permitting the
          resignation of the Master Servicer shall be evidenced by an Independent
          Opinion
          of Counsel (delivered at the expense of the Master Servicer) to such effect
          delivered to the Trustee and any NIMS Insurer. No such resignation by the
          Master
          Servicer shall become effective until the Trustee or a successor to the
          Master
          Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall
          have
          assumed the responsibilities and obligations of the Master Servicer in
          accordance with Section 7.02 hereof. The Trustee shall notify each Rating
          Agency
          and any NIMS Insurer of the resignation of the Master Servicer.

         

        If,
          at
          any time, Wells Fargo Bank, N.A., as Master Servicer resigns under this
          Section
          3.33, or sells or assigns its rights and obligations under Section 3.31,
          or is
          removed as Master Servicer pursuant to Section 7.01, then at such time
          Wells
          Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as
          Securities Administrator, Administrator, Paying Agent and Certificate Registrar
          under this Agreement. No such resignation by Wells Fargo Bank, N.A. as
          Securities Administrator, Administrator, Paying Agent or Certificate Registrar
          under this Agreement shall become effective until a successor Securities
          Administrator, successor Administrator, successor Paying Agent and successor
          Certificate Registrar reasonably satisfactory to the Depositor shall have
          assumed the responsibilities and obligations of the Securities Administrator,
          Administrator, Paying Agent and Certificate Registrar in accordance with
          this
          Agreement. The Securities Administrator shall notify each Rating Agency
          of the
          resignation of Wells Fargo Bank, N.A. as the Securities Administrator,
          Administrator, Paying Agent and Certificate Registrar. 

         

        SECTION
          3.34. Successor
          Master Servicer.

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          3.35. Sale
          and Assignment of Master Servicing.

         

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

         

        SECTION
          3.36. Reporting
          Requirements of the Commission.

         

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

         

        SECTION
          3.37. Duties
          of the Credit Risk Manager.

         

        (a) The
          Certificateholders, by their purchase and acceptance of the Certificates,
          appoint Clayton Fixed Income Services Inc. as Credit Risk Manager. For
          and on
          behalf of the Depositor, the Credit Risk Manager will provide reports and
          recommendations concerning certain delinquent and defaulted Mortgage Loans,
          and
          as to the collection of any Prepayment Premiums with respect to the Mortgage
          Loans. Such reports and recommendations will be based upon information
          provided
          pursuant to the Credit Risk Management Agreement to the Credit Risk Manager
          by
          the Servicers and/or the Master Servicer. The Credit Risk Manager shall
          look
          solely to the Servicers and/or the Master Servicer for all information
          and data
          (including loss and delinquency information and data) and loan level information
          and data relating to the servicing of the Mortgage Loans and neither the
          Securities Administrator nor the Trustee shall have any obligation to provide
          any such information to the Credit Risk Manager and shall not otherwise
          have any
          responsibility under the Credit Risk Management Agreement.

         

        


        
          
            
              
              

            

            
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        (b) On
          or
          about the 15th calendar day of each month, the Credit Risk Manager shall
          have
          prepared and shall make available to any NIMS Insurer, the Trustee and
          each
          Certificateholder, the following reports:

         

        (i) Watchlist
          Report:
          A
          listing of individual Mortgage Loans that are of concern to the Credit
          Risk
          Manager. Each Watchlist Report shall contain a listing of Mortgage Loans
          in any
          delinquency status, including current and paid-off loans, and may contain
          the
          comments of the Credit Risk Manager in its sole discretion. The Watchlist
          Report
          shall be presented in substantially the same format attached hereto as
          Exhibit
          U-1;

         

        (ii) Loss
          Severity Report:
          A
          compilation and summary of all losses, indicating the loan loss severity
          for the
          Mortgage Loans. Each Loss Severity Report shall include detail of all losses
          reported by the Servicer as Realized Losses, except those for which the
          Servicer
          has not provided detail adequate for reporting purposes. The Loss Severity
          Report shall be presented in substantially the same format attached hereto
          as
          Exhibit U-2;

         

        (iii) Prepayment
          Premiums Report:
          A
          summary of Prepayment Premiums assessed or waived by the Servicers. The
          Prepayment Premiums Report shall be presented in substantially the same
          format
          attached hereto as Exhibit U-3; and

         

        (iv) Analytics
          Report:
          Analytics Reports shall include statistical and/or graphical portrayals
          of:

         

        
          	 	
                  (A)

                	
                  Delinquency
                    Trend:
                    The delinquency trend, over time, of the Mortgage
                    Loans;

                


        

         

        
          	 	
                  (B)

                	
                  Prepayment
                    Analysis:
                    The constant prepayment rate “CPR” experience of the Mortgage Loans;
                    and

                


        

         

        
          	 	
                  (C)

                	
                  Standard
                    Default Assumption:
                    The Standard Default Assumption experience of the Mortgage
                    Loans.

                


        

         

        The
          Analytics Report shall be presented in substantially the same format attached
          hereto as Exhibit U-4.

         

        The
          Credit Risk Manager shall make such reports and any additional information
          reasonably requested by the Depositor available each month to
          Certificateholders, the Trustee, the Securities Administrator, any NIMS
          Insurer
          and the Rating Agencies via the Credit Risk Manager’s internet website. The
          Credit Risk Manager’s internet website shall initially be located at
https://reports.clayton.com.
          The
          user name for access to the website shall be the Certificateholder’s e-mail
          address and the password shall be “Harborview 2006-14.” The Trustee shall not
          have any obligation to review such reports or otherwise monitor or supervise
          the
          activities of the Credit Risk Manager

         

        


        
          
            
              
              

            

            
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        SECTION
          3.38. Limitation
          Upon Liability of the Credit Risk Manager.

         

        Except
          as
          provided pursuant to Section 3.39, neither the Credit Risk Manager, nor
          any of
          the directors, officers, employees or agents of the Credit Risk Manager,
          shall
          be under any liability to the Trustee, the Securities Administrator, the
          Certificateholders or the Depositor for any action taken or for refraining
          from
          the taking of any action in good faith pursuant to this Agreement, in reliance
          upon information provided by Servicers and/or the Master Servicer under
          the
          applicable Credit Risk Management Agreement or for errors in judgment;
          provided,
          however,
          that
          this provision shall not protect the Credit Risk Manager or any such person
          against liability that would otherwise be imposed by reason of willful
          malfeasance, bad faith or gross negligence in its performance of its duties
          or
          by reason of reckless disregard for its obligations and duties under this
          Agreement or the Credit Risk Management Agreements. The Credit Risk Manager
          and
          any director, officer, employee or agent of the Credit Risk Manager may
          rely in
          good faith on any document of any kind prima facie properly executed and
          submitted by any Person respecting any matters arising hereunder, and may
          rely
          in good faith upon the accuracy of information furnished by the Servicer
          and/or
          the Master Servicer pursuant to the applicable Credit Risk Management Agreement
          in the performance of its duties thereunder and hereunder.

         

        SECTION
          3.39. [Reserved]

         

        SECTION
          3.40. Removal
          of Credit Risk Manager.

         

        The
          Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
          holding not less than a 66-2/3% Voting Interests in the Trust, in the exercise
          of its or their sole discretion, at any time, without cause, upon ten (10)
          days
          prior written notice. The Certificateholders shall provide such written
          notice
          to the Trustee and upon receipt of such notice, the Trustee shall provide
          written notice to the Credit Risk Manager of its removal, effective upon
          receipt
          of such notice.

         

        ARTICLE
          IV

         

        ACCOUNTS

         

        SECTION
          4.01. Servicing
          Accounts.

         

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

         

        


        
          
            
              
              

            

            
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        (b) [Reserved];

         

        (c) To
          the
          extent provided in the related Servicing Agreement and subject to this
          Article
          IV, on or before each Servicer Remittance Date, each Servicer shall withdraw
          or
          shall cause to be withdrawn from the related Servicing Account and shall
          immediately remit or cause to be remitted to the Securities Administrator
          for
          deposit into the Distribution Account amounts representing the following
          collections and payments (other than with respect to principal of or interest
          on
          the Mortgage Loans due on or before the 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 Servicers pursuant to the Servicing Agreements which were due on
          or
          before the related Due Date, net of the amount thereof comprising the Servicing
          Fees and Lender Paid Mortgage Insurance Fees, if any;

         

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

         

        (iii) Principal
          Prepayments in part received by the Servicers 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. 

         

        (d) Withdrawals
          may be made from a Servicing Account only to make remittances as provided
          in
          Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or 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 Sections
          4.01(c) and 4.02(b), certain amounts otherwise due to the Servicer may
          be
          retained by them and need not be remitted to the Securities
          Administrator.

         

        


        
          
            
              
              

            

            
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        SECTION
          4.02. Distribution
          Account. 

         

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

         

        (i) any
          amounts withdrawn from a Servicing Account pursuant to Section 4.01(c)
          and the
          Servicing Agreements and remitted to the Securities Administrator; 

         

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

         

        (iii) any
          Insurance Proceeds, Liquidation Proceeds or Recoveries received by or on
          behalf
          of the Master Servicer which were not deposited in a Servicing Account;
          

         

        (iv) the
          Purchase Price with respect to any Mortgage Loans purchased by the Seller
          or an
          Originator under this Agreement or the related 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;

         

        


        
          
            
              
              

            

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

         

        (vi) any
          other
          amounts received by or on behalf of the Master Servicer or the Securities
          Administrator and required to be deposited in the Distribution Account
          pursuant
          to this Agreement.

         

        (b) All
          amounts deposited to the Distribution Account shall be held by the Securities
          Administrator in the name of the Trustee in trust for the benefit of the
          Trust
          Fund, 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),
          (ii),
          (iii), (iv), (vi), (vii), (ix) and (x) with respect to the Securities
          Administrator, need not be remitted by the Servicers to the Master Servicer
          to
          the Distribution Account. In the event that the Master Servicer shall deposit
          or
          cause to be deposited to the Distribution Account any amount not required
          to be
          credited thereto, the Securities Administrator, upon receipt of a written
          request therefor signed by a Servicing Officer of the Master Servicer,
          shall
          promptly transfer such amount to the Master Servicer, any provision herein
          to
          the contrary notwithstanding.

         

        (c) The
          amount at any time credited to the Distribution Account shall, if invested,
          be
          invested at the direction of the Master Servicer, 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 Master Servicer. All Permitted
          Investments shall mature or be subject to redemption or withdrawal on or
          before,
          and shall be held until, the Business Day prior to the next succeeding
          Distribution Date (except that if such Permitted Investment is an obligation
          of
          the Master Servicer, 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 Master Servicer, and the risk
          of loss
          of moneys resulting from such investments shall be borne by and be the
          risk of
          the Master Servicer. The Master Servicer shall deposit the amount of any
          such
          loss in the Distribution Account within two Business Days of receipt of
          notification of such loss but not later than the next succeeding Distribution
          Date.

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        (ix) to
          reimburse the Master Servicer or the Securities Administrator for any expenses
          recoverable by the Master Servicer or the Securities Administrator pursuant
          to
          Sections 3.03 and 3.32;

         

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

         

        


        
          
            
              
              

            

            
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        (xi) to
          reimburse the Trustee and the Securities Administrator for expenses, costs
          and
          liabilities incurred by or reimbursable to it from funds of the Trust Fund
          pursuant to Sections 3.31, 3.32 or 8.05, and to reimburse the Trustee for
          any
          fees, costs and expenses incurred by or reimbursable to it pursuant to
          Section
          2.03(a), 7.01(b), 8.02, 8.05 or 8.07, to the extent not otherwise reimbursed
          to
          it;

         

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

         

        (xiii) to
          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 its Aggregate Premium Amount;

         

        (xv) to
          pay
          the Credit Risk Manager the Credit Risk Manager Fee;

         

        (xvi) 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 and the Yield Maintenance Agreement pursuant
          to
          Section 8.19;

         

        (xvii) to
          remove
          amounts deposited in error; and

         

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

         

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

         

        (c) The
          Securities Administrator or the Master Servicer shall keep and maintain
          separate
          accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
          of
          accounting for any payments or reimbursements from the Distribution Account
          pursuant to subclauses (i) through (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 Master Servicer without being deposited
          in the
          Distribution Account under Section 4.02(b).

         

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

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          4.04. [Reserved]

         

        SECTION
          4.05. Certificate
          Insurance Policy.

         

        (a) On
          or
          prior to the Closing Date, the Securities Administrator, on behalf of the
          Trustee in trust for the Trust Fund, shall cause to be established and
          maintained the Policy Account, into which amounts received by the Securities
          Administrator pursuant to the Certificate 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.

         

        (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 Securities
          Administrator shall furnish the Certificate Insurer with a completed Notice
          in
          the form set forth as Exhibit A to the Endorsement to the Certificate Insurance
          Policy in the event that (a) the related Available Funds (other than any
          amounts
          in respect of Insured Amounts) are insufficient to pay the Monthly Interest
          Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls
          or Net Deferred Interest) with respect to the Holders of the Insured
          Certificates on such Distribution Date or (b) a Realized Loss is to be
          allocated
          to 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 aggregate outstanding Class Principal Balances on each Class
          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 the
          Certificate Insurance Policy. The Notice shall specify the amount of Insured
          Amounts for each Insured Certificate and shall constitute a claim for an
          Insured
          Amount pursuant to the Certificate Insurance Policy.

         

        (c) Upon
          receipt of an Insured Amount from the Certificate Insurer on behalf of
          the
          Holders of the Insured Certificates, the Securities Administrator shall
          deposit
          such Insured Amount into the Policy Account. All such amounts on deposit
          in the
          Policy Account shall remain uninvested. On or prior to each Distribution
          Date,
          the Securities Administrator shall transfer amounts on deposit in the Policy
          Account to the Distribution Account and shall distribute such Insured Amounts
          to
          the Insured Certificates pursuant to Section 5.01.

         

        The
          Securities Administrator 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-1C regular interests and deposited for their
          benefit
          into the Distribution Account. If on any Distribution Date the Securities
          Administrator determines that the Certificate Insurer has paid more under
          the
          Certificate Insurance Policy than is required by the terms thereof, the
          Securities Administrator shall promptly return the excess amount to the
          Certificate Insurer.

         

        Funds
          received by the Securities Administrator as a result of any claim under
          the
          Certificate Insurance Policy shall be used solely for payment to the Holders
          of
          the Insured Certificates and may not be applied for any other purpose,
          including, without limitation, satisfaction of any costs, expenses or
          liabilities of the Securities Administrator or the Trust Fund. Any funds
          remaining in the Policy Account on the first Business Day after each
          Distribution Date shall be remitted promptly to the Certificate Insurer.
          The
          Securities Administrator shall keep complete and accurate records in respect
          of
          (i) all funds remitted to it by the Certificate Insurer and deposited into
          the
          Policy Account and (ii) the allocation of such funds to (A) payments of
          interest
          on and principal in respect of the Insured Certificates and (B) the amount
          of
          funds available to make distributions on the Insured Certificates. The
          Certificate Insurer shall have the right to inspect such records at reasonable
          times during normal business hours upon three Business Days’ prior written
          notice to the Securities Administrator.

         

        


        
          
            
              
              

            

            
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        (d) The
          Securities Administrator shall (i) receive as attorney-in-fact of the Holders
          of
          the Insured Certificates any Insured Amount or Preference Claim delivered
          to it
          by the Certificate Insurer for payment to such Holders and (ii) distribute
          any
          such Insured Amount to such Holder as set forth in Section 5.01. Anything
          herein
          to the contrary notwithstanding, solely for purposes of determining the
          Certificate Insurer’s rights, as applicable, as subrogee for payments
          distributable pursuant to the Certificate Insurance Policy, Insured Amounts
          disbursed by the Securities Administrator from proceeds of the Certificate
          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
          Securities Administrator hereby agrees on behalf of the Holders of the
          Insured
          Certificates (and each such Holder, by its acceptance of its Insured
          Certificate, hereby agrees) for the benefit of the Certificate Insurer
          that, to
          the extent the Certificate Insurer pays any Insured Amount or Preference
          Claim,
          either directly or indirectly (as by paying through the Securities
          Administrator), to the Holders of the 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 or Preference Claim 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.

         

        In
          the
          event the Securities Administrator receives a certified copy of an order
          of the
          appropriate court that any scheduled payment of principal or interest on
          an
          Insured Certificate has been voided in whole or in part as a preference
          payment
          under applicable bankruptcy law, the Securities Administrator shall (i)
          promptly
          notify the Certificate Insurer and (ii) comply with the provisions of the
          Certificate Insurance Policy, to obtain payment by the Certificate Insurer
          of
          such voided scheduled payment. The Securities Administrator shall furnish
          to the
          Certificate Insurer its records listing the payments on the affected Insured
          Certificates, if any, that have been made by the Trustee and subsequently
          recovered from the affected Holders, and the dates on which such payments
          were
          made by the Securities Administrator.

         

        (e) At
          the
          end of the Term of the Certificate Insurance Policy (as defined in the
          Certificate Insurance Policy), the Securities Administrator shall return
          the
          Certificate Insurance Policy to the Certificate Insurer for
          cancellation.

         

        (f) The
          Securities Administrator shall promptly notify the Certificate Insurer
          of either
          of the following as to which it has actual knowledge: (A) the commencement
          of
          any proceeding by or against the Depositor commenced under the United States
          bankruptcy code or any other applicable bankruptcy, insolvency, receivership,
          rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of
          any claim in connection with any Insolvency Proceeding seeking the avoidance
          as
          a preferential transfer (a “Preference Claim”) of any distribution made with
          respect to the Insured Certificates as to which it has actual knowledge.
          Each
          Holder of an Insured Certificate, by its purchase of such Insured Certificates,
          and the Securities Administrator each hereby agree that the Certificate
          Insurer
          (so long as no Certificate Insurer Default exists) may at any time during
          the
          continuation of any proceeding relating to a Preference Claim direct all
          matters
          relating to such Preference Claim, including, without limitation, (i) the
          direction of any appeal of any order relating to any Preference Claim and
          (ii)
          the posting of any surety, supersedes or performance bond pending any such
          appeal. In addition and without limitation of the foregoing, the Certificate
          Insurer shall be subrogated to the rights of the Securities Administrator
          and
          each Holder of an Insured Certificate in the conduct of any Preference
          Claim,
          including, without limitation, all rights of any party to an adversary
          proceeding action with respect to any court order issued in connection
          with any
          such Preference Claim.

         

        


        
          
            
              
              

            

            
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        (g) With
          respect to this Section 4.05, the terms “receipt” and “received” shall mean
          actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m.,
          New
          York time, on a Business Day; delivery either on a day that is not a Business
          Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the
          next succeeding Business Day. If any notice or certificate given under
          the
          Certificate Insurance Policy by the Securities Administrator is not in
          proper
          form or is not properly completed, executed or delivered, it shall be deemed
          not
          to have been “received.” The Certificate Insurer shall promptly so advise the
          Securities Administrator and the Securities Administrator may submit an
          amended
          notice.

         

        (h) All
          references herein to the ratings assigned to the Insured Certificates and
          to the
          interests of any Certificateholders therein shall be without regard to
          the
          Certificate Insurance Policy.

         

        SECTION
          4.06. Prefunding
          Account.

         

        On
          or
          prior to the Closing Date, the Securities Administrator 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 Securities
          Administrator for deposit in the Prefunding Account. From the Prefunded
          Amount,
          the Group 1 Prefunded Amount and
          the Group 2 Prefunded Amount 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 Securities Administrator 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 Securities Administrator 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.

         

        


        
          
            
              
              

            

            
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        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 be invested in the Wells Fargo Advantage Prime
          Investment Money Market Fund or comparable investment vehicle, or 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 Securities Administrator 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.

         

        SECTION
          4.07. Capitalized
          Interest Account.

         

        On
          or
          prior to the Closing Date, the Securities Administrator 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 Securities Administrator shall
          withdraw from the Capitalized Interest Account an amount equal to the
          Capitalized Interest Requirement (based on a monthly report provided to
          the
          Securities Administrator by the Master 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 Securities Administrator and distributed to the Seller
          and the
          Capitalized Interest Account shall be terminated.

         

        


        
          
            
              
              

            

            
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        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 Securities Administrator, as Paying Agent,
          shall withdraw funds on deposit in the Distribution Account to the extent
          of
          Available Funds for each Loan Group for such Distribution Date and, based
          on the
          Distribution Date Statement, make the following disbursements and transfers
          as
          set forth below:

         

        (i) The
          Interest Remittance Amount and, solely to the extent of Deferred Interest
          for
          such Distribution Date, Principal Prepayments 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) from
          the
          Interest Remittance Amount and Principal Prepayments related to the Group
          1
          Mortgage Loans, in the following priority:

         

        (1) first,
          to the
          Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
          if
          any, for that Distribution Date;

         

        (2) second,
          to the
          Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
          if
          any, for that Distribution Date, to the extent not paid pursuant to clause
          (B)(1) below;

         

        (3) third,
          to the
          Holders of the Class 1A-1A Certificates, the related Monthly Interest
          Distributable Amount and the Unpaid Interest Shortfall Amount, if any,
          to which
          such Class is entitled; and

         

        (4) fourth,
          concurrently, on a pro
          rata
          basis,
          to the Holders of the Class 2A-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C
          Certificates, the related Monthly Interest Distributable Amount and the
          Unpaid
          Interest Shortfall Amount, if any, to which each such Class is entitled,
          to the
          extent not paid pursuant to clause (B)(3) below;

         

        (B) from
          the
          Interest Remittance Amount and Principal Prepayments related to the Group
          2
          Mortgage Loans, in the following priority:

         

        (1) first,
          to the
          Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
          if
          any, for that Distribution Date;

         

        (2) second,
          to the
          Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
          if
          any, for that Distribution Date, to the extent not paid pursuant to clause
          (A)(1) above;

         

        


        
          
            
              
              

            

            
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        (3) third,
          concurrently, on a pro
          rata
          basis,
          to the Holders of the Class 2A-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C
          Certificates, the related Monthly Interest Distributable Amount and the
          Unpaid
          Interest Shortfall Amount, if any, to which each such Class is entitled;
          and

         

        (4) fourth,
          to the
          Holders of the Class 1A-1A Certificates, the Monthly Interest Distributable
          Amount and the Unpaid Interest Shortfall Amount, if any, to which such
          Class is
          entitled, to the extent not paid pursuant to clause (A)(3) above;

         

        (C) from
          the
          remaining Interest Remittance Amounts and Principal Prepayments for both
          Loan
          Groups, to the Certificate Insurer, any Certificate Insurer Reimbursement
          Amounts due to the Certificate Insurer;

         

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

         

        (H) from
          the
          remaining Interest Remittance Amounts and Principal Prepayments 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 and Principal Prepayments 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 and Principal Prepayments 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 shall be distributed
          in
          the following amounts and order of priority:

         

        


        
          
            
              
              

            

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

         

        (1) from
          the
          Principal Distribution Amount related to the Group 1 Mortgage Loans, in
          the
          following order of priority:

         

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

         

        second,
          to the
          Holders of the Class 1A-1A Certificates, until their Class Principal Balance
          has
          been reduced to zero; and

         

        third,
          for
          application pursuant to clause (B) below, any Group 1 Principal Distribution
          Amount remaining.

         

        (2) from
          the
          Principal Distribution Amount related to the Group 2 Mortgage Loans, in
          the
          following order of priority:

         

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

         

        second,
          to the
          Holders of the Class 2A-1A, Class 2A-1B1, Class 2A-1C and Class 2A-2C
          Certificates, pro
          rata,
          based on
          their respective Class Principal Balances immediately prior to such Distribution
          Date, until their respective Class Principal Balances have been reduced
          to zero;
          and

         

        third,
          for
          application pursuant to clause (B) below, any Group 2 Principal Distribution
          Amount remaining.

         

        (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
          Principal Distribution Amount for both Loan Groups

         

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

         

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

         

        


        
          
            
              
              

            

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

         

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

         

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

         

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

         

        (7) to
          the
          Holders of the Class B-7 Certificates, until the Class 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 shall be
          distributed in the following amounts and order of priority:

         

        (A) from
          the
          Senior Principal Distribution Amount for the related Loan Group, concurrently
          as
          follows:

         

        (1) the
          Group
          1 Principal Distribution Amount shall be distributed in the following order
          of
          priority:

         

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

         

        second,
          to the
          Holders of the Class 1A-1A Certificates, until their Class Principal Balance
          has
          been reduced to zero; and

         

        third,
          for
          application pursuant to clause (B) below, any Group 1 Principal Distribution
          Amount remaining undistributed for such Distribution Date.

         

        (2) the
          Group
          2 Principal Distribution Amount shall be distributed in the following order
          of
          priority:

         

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

         

        


        
          
            
              
              

            

            
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        second,
          to the
          Holders of the Class 2A-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C
          Certificates, pro
          rata,
          based on
          their respective Class Principal Balances immediately prior to such Distribution
          Date, until their respective Class Principal Balances have been reduced
          to zero;
          and 

         

        third,
          for
          application pursuant to clause (B) below, any Group 2 Principal Distribution
          Amount remaining undistributed for such Distribution Date.

         

        (B) from
          the
          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
          Principal Distribution Amount for both Loan Groups

         

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

         

        (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:

         

        


        
          
            
              
              

            

            
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        (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 Certificate
          prior
          to such Distribution Date as a distribution in respect of
          principal;

         

        (D) 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; 

         

        (E) 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;

         

        (F) 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 distributions, the amount of any Basis Risk Shortfall remaining
          unpaid as of such Distribution Date;

         

        (G) 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;

         

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

         

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

         

        


        
          
            
              
              

            

            
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        (J) on
          the
          Distribution Date immediately following the last Distribution date on which
          Prepayment Penalty Amounts can be collected by any Servicer, to the Holders
          of
          the Class P Certificates, $100.00; and

         

        (K) to
          the
          Holders of the Class R Certificates, any Available Funds 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 that any Premium Proceeds will be distributable
          in
          respect of the Class C Certificates.

         

        (vi) With
          respect to any Distribution Date and Insured Amounts, the Securities
          Administrator 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 Securities Administrator
          under the Certificate Insurance Policy for such Distribution Date pursuant
          to
          Section 4.02. Funds received by the Securities Administrator as a result
          of any
          claim under the Certificate 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
          Securities Administrator 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) [Reserved]

         

        (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).

         

        


        
          
            
              
              

            

            
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        (e) Distributions
          on Physical Certificates.
          The
          Securities Administrator 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 Securities Administrator shall
          distribute the funds on deposit in the Final Maturity Reserve Account on
          such
          date in the following order of priority:

         

        (i) to
          the
          Holders of the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C 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 Certificate Insurer Reimbursement Amounts due
          to the
          Certificate Insurer in respect of principal;

         

        (iii) to
          the
          Holders of 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
          Holders of the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C 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);
          

         

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

         

        (vi) to
          the
          Holders of 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

         

        


        
          
            
              
              

            

            
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        (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 Holders of the
          Class
          C Certificates.

         

        Notwithstanding
          anything to the contrary in this Section 5.02(g), all amounts distributable
          to
          the Holders of 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 January 2009 through
          and including the Distribution Date in December 2016, the Securities
          Administrator 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
          Holders of the Senior Certificates, pro
          rata,
          any
          Allocated Realized Loss Amounts to the extent unpaid;

         

        (ii) to
          the
          Holders of 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
          Holders of the Senior Certificates, pro
          rata,
          any
          Basis Risk Shortfalls to the extent unpaid;

         

        (iv) to
          the
          Holders of 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;

         

        (v) to
          the
          Holders of the Senior Certificates, pro
          rata,
          the
          related Monthly Interest Distributable Amount and any Unpaid Interest Shortfall
          Amounts to the extent unpaid; 

         

        (vi) to
          the
          Holders of 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, the related Monthly
          Interest Distributable Amount and any Unpaid Interest Shortfall Amounts
          to the
          extent unpaid; and

         

        (vii) to
          the
          Holders of the Senior Certificates and the Subordinate Certificates, any
          amounts
          necessary to maintain the applicable Overcollateralization Target Amount
          (provided
          that the
          amount distributable on any Distribution Date pursuant to this subsection
          (vii)
          cannot exceed the excess, if any, of (x) all Realized Losses for such
          Distribution Date and for all prior Distribution Dates over (y) the sum
          of all
          amounts distributed pursuant to this subsection (vii) on all prior Distribution
          Dates).

         

        


        
          
            
              
              

            

            
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        (i) On
          each
          Distribution Date, the Securities Administrator, 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.

         

        (j) On
          each
          Distribution Date, the Securities Administrator, as Paying Agent, shall
          withdraw
          the Class ES Distributable Amount from funds on deposit in the Distribution
          Account and shall distribute such amounts to the Holders of the Class ES
          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 Securities Administrator shall aggregate
          the loan-level information provided by the Master Servicer with respect
          to the
          total amount of Realized Losses, if any, with respect to the Mortgage Loans
          in
          each Loan Group for the related Distribution Date and include such information
          in the Distribution Date Statement.

         

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

         

        first,
          to Net
          Monthly Excess Cashflow; 

         

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

         

        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

         

        fourth,
          

         

        (A) with
          respect to such losses related to the Group 1 Mortgage Loans, to the Class
          1A-1A
          Certificates, until the Class Principal Balance of such Class is reduced
          to
          zero; and

         

        
          
            
            

          

          
            125

            
              

            

          

          
            
            

          

        

        (B) with
          respect to such losses related to the Group 2 Mortgage Loans, to the Class
          2A-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C Certificates, sequentially,
          first,
          to the
          Class 2A-1C and 2A-2C Certificates, as a group, for application as provided
          below, second,
          to the
          Class 2A-1B Certificates and third,
          to the
          Class 2A-1A Certificates; in that order, until the Class Principal Balance
          of
          each such Class has been reduced to zero, provided
          that
          allocations to the Class 2A-1C and Class 2A-2C Certificates, as a group,
          shall
          be made on a pro
          rata
          basis,
          based on the respective outstanding Class Principal Balance of each such
          Class.

         

        (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 Securities Administrator shall make available to
          the
          Trustee, each Certificateholder, the Certificate Insurer, the Yield Maintenance
          provider, the Seller, any NIMS Insurer, the Master Servicer and each Rating
          Agency, a statement based, as applicable, on loan-level information obtained
          from the Master Servicer and 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 shall be based on information
          provided by the Yield Maintenance Provider regarding any 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
          Distribution Date Statement shall include the following information, in
          each
          case, with respect to such Distribution Date:

         

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

         

        


        
          
            
              
              

            

            
              126

              
                

              

            

            
              
              

            

          

        

        


        (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, Master Servicing Fees and Credit Risk
          Manager 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, the 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;

         

        (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;

         

        


        
          
            
              
              

            

            
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        (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(f)(i); 

         

        (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;

         

        (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;

         

        


        
          
            
              
              

            

            
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        (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 Securities Administrator 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 of any Class P Distributable Amount and the amount of any Class
          ES
          Distributable Amount; 

         

        (xxxvi) 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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        (b) Within
          a
          reasonable period of time after the end of each calendar year, the Securities
          Administrator 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 Securities Administrator
          shall
          be deemed to have been satisfied to the extent that substantially comparable
          information shall be prepared and furnished by the Securities Administrator
          to
          Certificateholders pursuant to any requirements of the Code as are in force
          from
          time to time.

         

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

         

        SECTION
          5.05. Remittance
          Reports; Advances. 

         

        (a) No
          later
          than the 10th
          calendar
          day of each month, the Master Servicer shall deliver to the Securities
          Administrator by telecopy or electronic mail (or by such other means as
          the
          Master Servicer and the Securities Administrator may agree from time to
          time)
          the Remittance Report with respect to the related Distribution Date. No
          later
          than the Close of Business New York time on the fifth Business Day prior
          to the
          related Distribution Date, the Master Servicer shall deliver or cause to
          be
          delivered to the Securities Administrator in addition to the information
          provided on the Remittance Report, such other loan-level information reasonably
          available to it with respect to the Mortgage Loans as the Securities
          Administrator may reasonably require to perform the calculations necessary
          to
          make the distributions contemplated by Section 5.01. The Securities
          Administrator shall have no duty or obligation to calculate, recompute
          or verify
          any information in any Remittance Report or other loan level information
          that it
          receives from a 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 related Servicer was required to make an advance pursuant to
          the
          related 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 Master Servicer shall, on the Business Day immediately preceding the
          related
          Distribution Date, deposit in the Distribution Account an amount equal
          to such
          deficiency, net of the Servicing Fee and the Master Servicing Fee, for
          such
          Mortgage Loan except to the extent the Master Servicer determines any such
          Advance to be Nonrecoverable from Liquidation Proceeds, Insurance Proceeds
          or
          future payments on the Mortgage Loan for which such Advance was made. Subject
          to
          the foregoing, the Master Servicer shall continue to make such Advances
          through
          the date that such Servicer is required to do so under its Servicing Agreement.
          If the Master Servicer determines that an Advance is Nonrecoverable, it
          shall,
          on or prior to the related Distribution Date, present an Officer’s Certificate
          to the Securities Administrator, the NIMS Insurer and the Trustee (i) stating
          that the Master Servicer elects not to make a Advance in a stated amount
          and
          (ii) detailing the reason it deems the advance to be
          Nonrecoverable.

         

        


        
          
            
              
              

            

            
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        SECTION
          5.06. Compensating
          Interest Payments.

         

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

         

        SECTION
          5.07. Basis
          Risk Reserve Fund.

         

        (a) On
          the
          Closing Date, the Securities Administrator shall establish and maintain
          in its
          name, in trust for the benefit of the holders of the Class 1A-1A, Class
          2A-1A,
          Class 2A-1B, Class 2A-1C, 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, 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 Securities
          Administrator 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)(F).

         

        (c) On
          any
          Distribution Date for which a Basis Risk Shortfall exists with respect
          to the
          Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, 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, the Securities Administrator, as Paying Agent for the Trustee,
          shall withdraw from the Basis Risk Reserve Fund, the amount of such Basis
          Risk
          Shortfall for distribution on such Distribution Date pursuant to section
          5.01
          (a)(iv)(F).

         

        (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 Securities Administrator, 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 be invested in
          the
          Wells Fargo Advantage Prime Investment Money Market Fund or comparable
          investment vehicle, or 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.

         

        


        
          
            
              
              

            

            
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        (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 Securities Administrator, in trust, for the
          benefit
          of the holders of the Certificates (other than the Class ES, Class P and
          Class R
          Certificates) and the Certificate Insurer. The Securities Administrator
          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 Securities
          Administrator held pursuant to this Agreement. Notwithstanding anything
          herein
          to the contrary, the Securities Administrator will only establish the Final
          Maturity Reserve Account if there is any Group I Final Maturity Reserve
          Amount
          or Group II Final Maturity Reserve Amount to be deposited therein. 

         

        (b) The
          Securities Administrator shall deposit into the Final Maturity Reserve
          Account
          any Final Maturity Reserve Amounts pursuant to Section 5.01(a)(1)(i)(A).
          The
          Securities Administrator shall distribute the funds in the Final Maturity
          Reserve Account pursuant to Section 5.01(g).

         

        


        
          
            
              
              

            

            
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        (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 Securities
          Administrator, 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 be invested in the Wells Fargo Advantage
          Prime
          Investment Money Market Fund or comparable investment vehicle, or 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; 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. 

         

        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 shall deposit the
          Yield
          Maintenance Distributable Amount, if any, paid by the Yield Maintenance
          Provider
          pursuant to the Yield Maintenance Agreement.

         

        On
          each
          Distribution Date, after remitting the Yield Maintenance Payment Amount
          to the
          Securities Administrator, 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).

         

        


        
          
            
              
              

            

            
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        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 January 2017 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. 

         

        The
          Securities Administrator is hereby directed to establish and maintain with
          itself, (a) a separate, segregated account titled “Wells Fargo Bank, N.A., as
          Securities Administrator, on behalf of Deutsche Bank National Trust Company,
          as
          Trustee, in trust for the registered Certificateholders of HarborView Mortgage
          Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14” (the “Yield
          Maintenance Account”) for the benefit of the Offered Certificates and (b) a
          separate, segregated account titled “Collateral Account, Wells Fargo Bank, N.A.,
          as Securities Administrator, on behalf of Deutsche Bank National Trust
          Company,
          as Trustee, in trust for the registered Holders of HarborView Mortgage
          Loan
          Trust Mortgage Loan Pass-Through Certificates, Series 2006-14” (the “Collateral
          Account”) for the benefit of the Offered Certificates. Each of the Yield
          Maintenance Account and the Collateral 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 Securities Administrator held pursuant to this Agreement. Amounts
          on
          deposit in the 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 remain
          uninvested.

         

        


        
          
            
              
              

            

            
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        On
          each
          Distribution Date, the Administrator shall remit the Yield Maintenance
          Payment
          Amount to the Securities Administrator for deposit into the Yield Maintenance
          Account for distribution by the Securities Administrator pursuant to the
          priorities set forth in Section 5.01(h). 

         

        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. For purposes of this Agreement, the Securities
          Administrator 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
          Trustee shall terminate the Yield Maintenance Agreement upon the occurrence
          of
          an event of default or termination event under the Yield Maintenance Agreement
          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;
          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.

         

        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 Securities Administrator
          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.

         

        


        
          
            
              
              

            

            
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        Upon
          the
          earlier of the Distribution Date in January 2017 and
          the
          termination of the Trust Fund, the Yield Maintenance Account shall be
          terminated. Upon the earlier of the Distribution Date in January 2017 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. 

         

        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 Administrator, on behalf of the Yield Maintenance
          Trust, shall (upon a Responsible Officer of the Administrator 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 Administrator, on behalf of the Yield Maintenance Trust,
          shall
          (upon a Responsible Officer of the Administrator 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.

         

        (a) 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
          Securities Administrator and authenticated and delivered by the Certificate
          Registrar upon the written order of the Depositor concurrently with the
          sale and
          assignment to the Trustee of the Trust Fund. Each Class of the Regular
          Certificates shall be initially evidenced by one or more Certificates
          representing a Percentage Interest with a minimum dollar denomination of
          $25,000
          and integral dollar multiples of $1 in excess thereof, in the case of the
          Class
          1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, 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 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 ES and Class R Certificates
          are
          issuable only in a Percentage Interest of 100%.

         

        


        
          
            
              
              

            

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

         

        (c) [Reserved]

         

        (d) 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 Securities
          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 Securities Administrator 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.

         

        (e) The
          Class
          R and Class ES Certificates shall be offered and sold only to Qualified
          Institutional Buyers, and shall be issued initially in the form of a single
          Certificate in definitive, fully registered form with the applicable legends
          set
          forth in Exhibit C-3 or C-4, as applicable, each of which shall be registered
          in
          the name of Greenwich Capital Markets, Inc., duly executed by the Securities
          Administrator and authenticated by the Certificate Registrar as hereinafter
          provided.

         

        


        
          
            
              
              

            

            
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        SECTION
          6.02. Registration
          of Transfer and Exchange of Certificates. 

         

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

         

        Upon
          surrender for registration of transfer of any Certificate at the Corporate
          Trust
          Office of the Certificate Registrar maintained for such purpose pursuant
          to the
          foregoing paragraph, the Securities Administrator on behalf of the Trust
          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
          Securities Administrator 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.

         

        (b) Except
          as
          provided in paragraph (c) or (d) below, the Book-Entry Certificates shall
          at all
          times remain registered in the name of the Depository or its nominee and
          at all
          times: (i) registration of such Certificates may not be transferred by the
          Securities Administrator or the Certificate Registrar except to another
          Depository; (ii) the Depository shall maintain book-entry records with
          respect
          to the Certificate Owners and with respect to ownership and transfers of
          such
          Certificates; (iii) ownership and transfers of registration of such Certificates
          on the books of the Depository shall be governed by applicable rules established
          by the Depository; (iv) the Depository may collect its usual and customary
          fees,
          charges and expenses from its Depository Participants; (v) the Certificate
          Registrar, 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.

         

        


        
          
            
              
              

            

            
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        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 Securities Administrator 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.

         

        (d) No
          transfer, sale, pledge or other disposition of any Private Certificate,
          other
          than a Private Certificate (excluding the Class R Certificates) sold in
          an
          offshore transaction in reliance on Regulation S, shall be made unless
          such
          disposition is exempt from the registration requirements of the Securities
          Act,
          and any applicable state securities laws or is made in accordance with
          the
          Securities Act and laws. Any Private Certificates sold to an “accredited
          investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall
          be issued only in the form of one or more Definitive Certificates and the
          records of the Certificate Registrar 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 Securities Act, or (B) such transfer is made to an “accredited
          investor” under Rule 501(c)(1), (2), (3) or (7) under the Securities 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 Securities Act or is being made pursuant
          to the
          Securities Act, which Opinion of Counsel shall not be an expense of the
          Trust
          Fund, the Trustee, the Certificate Registrar, the Master Servicer, the
          Securities Administrator or the Depositor) or (ii) the Certificate Registrar
          shall require the transferor to execute a transferor certificate and the
          transferee to execute an investment letter acceptable to and in form and
          substance reasonably satisfactory to the Depositor and the Certificate
          Registrar
          certifying to the Depositor and the Certificate Registrar the facts surrounding
          such transfer, which investment letter shall not be an expense of the Trust
          Fund, the Trustee, the Certificate Registrar, the Master Servicer, the
          Securities Administrator or the Depositor. Each Holder of a Private Certificate
          desiring to effect such transfer shall, and does hereby agree to, indemnify
          the
          Trustee, the Certificate Registrar, the Securities Administrator, the Seller
          and
          the Depositor against any liability that may result if the transfer is
          not so
          exempt or is not made in accordance with such federal and state
          laws.

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        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).

         

        No
          transfer of an ERISA-Restricted Trust Certificate prior to the termination
          of
          the Final Maturity Reserve Trust and the 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 statutory exemption for nonfiduciary service
          providers 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 and the 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.

         

        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.

         

        


        
          
            
              
              

            

            
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        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 or Private Placement Memorandum, as applicable,
          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.

         

        (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.

         

        


        
          
            
              
              

            

            
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        (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.

         

        (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
          Securities Administrator upon receipt of reasonable compensation will provide
          to
          the Internal Revenue Service, and to the persons specified in Sections
          860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
          under Section 860E(e)(5) of the Code on transfers of residual interests
          to
          disqualified organizations.

         

        The
          foregoing provisions of this Section shall cease to apply to transfers
          occurring
          on or after the date on which there shall have been delivered to the Certificate
          Registrar, 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 Certificate 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.

         

        


        
          
            
              
              

            

            
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        (f) [Reserved]

         

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

         

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

         

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

         

        If
          (i)
          any mutilated Certificate is surrendered to the Trustee or the Certificate
          Registrar or the Trustee or the Certificate Registrar receives evidence
          to its
          satisfaction of the destruction, loss or theft of any Certificate and (ii)
          there
          is delivered to the Trustee, 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 Securities Administrator 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.

         

        


        
          
            
              
              

            

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

         

        (b) The
          Securities Administrator, 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
          any
          one of the following events (each, an “Event
          of Default”)
          shall
          occur and be continuing: 

         

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

         

        (ii) the
          failure by the Master Servicer duly to observe or perform, in any material
          respect, any other covenants, obligations or agreements of the Master Servicer
          as set forth in this Agreement, which failure continues unremedied for
          a period
          of 60 days, in each case after the date (A) on which written notice of
          such
          failure, requiring the same to be remedied, shall have been given to the
          Master
          Servicer by the Trustee or to the Master Servicer and the Trustee by Holders
          of
          Certificates evidencing at least 25% of the Voting Rights or (B) on which
          a
          Servicing Officer of the Master Servicer has actual knowledge of such failure
          (or, in the case of a breach of its obligation beyond any applicable cure
          period
          to provide an assessment of compliance, an attestation report or a
          Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.19, respectively);
          or

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

        


        
          
            
              
              

            

            
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        SECTION
          7.02. Trustee
          to Act.

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

        SECTION
          7.04. Notification
          to Certificateholders.

         

        (a) Upon
          any
          termination or appointment of a successor to the Master Servicer pursuant
          to
          this Article VII or Section 3.31, the Trustee shall give prompt written
          notice
          thereof to the Securities Administrator and 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 AND THE SECURITIES ADMINISTRATOR

         

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

         

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

         

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

        


        
          
            
              
              

            

            
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        On
          each
          Distribution Date, the Securities Administrator, as Paying Agent, shall
          make
          monthly distributions to the Final Maturity Reserve Account (commencing
          with the
          Distribution Date in February 2017) and the Certificateholders from funds
          in the
          Distribution Account, the Basis Risk Reserve Fund, the Yield maintenance
          Account
          and, on the Final Maturity Reserve Termination Date, the Final Maturity
          Reserve
          Account, as applicable, in each case as provided in Sections 5.01, 5.07,
          5.09
          and 10.01 hereof based on the report of the Securities
          Administrator.

         

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

         

        (i) prior
          to
          the occurrence of an Event of Default, and after the curing of all such
          Events
          of Default which may have occurred, the duties and obligations of the Trustee
          and the Securities Administrator shall be determined solely by the express
          provisions of this Agreement, neither the Trustee nor the Securities
          Administrator shall be liable except for the performance of such 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
          or the Securities Administrator and, in the absence of bad faith on the
          part of
          the Trustee or the Securities Administrator, respectively, the Trustee
          or the
          Securities Administrator may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          any
          certificates or opinions furnished to the Trustee or the Securities
          Administrator, respectively, and conforming to the requirements of this
          Agreement;

         

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

         

        (iii) neither
          the Trustee nor the Securities Administrator shall be personally liable
          with
          respect to any action taken, suffered or omitted to be taken by it in good
          faith
          in accordance with the consent or at the direction of 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
          or the Securities Administrator, respectively, under this Agreement;
          and

         

        


        
          
            
              
              

            

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

         

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

         

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

         

        Except
          as
          otherwise provided in Section 8.01 hereof:

         

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

         

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

         

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

         

        


        
          
            
              
              

            

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

         

        (v) neither
          the Securities Administrator nor, 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 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 or the Securities
          Administrator 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 or
          the
          Securities Administrator, as applicable, not reasonably assured to the
          Trustee
          or the Securities Administrator by the security afforded to it by the terms
          of
          this Agreement, the Trustee or the Securities Administrator, as applicable,
          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
          Master Servicer fails to reimburse the Trustee or the Securities Administrator
          in respect of the reasonable expense of every such examination relating
          to the
          Master Servicer, the Trustee or the Securities Administrator shall be reimbursed
          by the Trust Fund;

         

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        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 Agreements and the Servicing Agreements, as well as
          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
          and the Securities Administrator Not Liable for Certificates or Mortgage
          Loans.

         

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

        


        
          
            
              
              

            

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

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          8.06. Eligibility
          Requirements for Trustee and Securities Administrator.

         

        The
          Trustee and Securities Administrator 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, each 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 or the Securities Administrator shall cease to be eligible in accordance
          with the provisions of this Section 8.06, the Trustee or the Securities
          Administrator, as applicable shall resign immediately in the manner and
          with the
          effect specified in Section 8.07 hereof.

         

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

         

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

         

        


        
          
            
              
              

            

            
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        If
          at any
          time the Trustee or the Securities Administrator (a) shall cease to be
          eligible
          in accordance with the provisions of Section 8.06 hereof and shall fail
          to
          resign after written request therefor by the Depositor or any NIMS Insurer
          or if
          at any time the Trustee or the Securities Administrator, (b) shall be legally
          unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver
          of
          the Trustee or the Securities Administrator, as applicable, or of its property
          shall be appointed, or any public officer shall take charge or control
          of the
          Trustee or the Securities Administrator, as applicable, or of its property
          or
          affairs for the purpose of rehabilitation, conservation or liquidation,
          or (iii)
          if the Trustee (in its capacity as Custodian) or the Securities Administrator
          fails to provide an assessment of compliance or an attestation report required
          under Section 3.16 within 15 calendar days of March 1 of each calendar
          year in
          which Exchange Act reports are required or (d) shall fail to file any Form
          10-D
          or Form 10-K when due pursuant to Section 3.20 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 3.20 or any other party
          to
          deliver information in a timely manner as set forth in Section 3.20) then
          the
          Depositor or any NIMS Insurer may remove the Trustee or the Trustee may
          remove
          the Securities Administrator, as applicable. If the Depositor or the Trustee
          removes the Trustee or the Securities Administrator, respectively under
          the
          authority of the immediately preceding sentence, the Depositor or the Trustee
          shall promptly appoint a successor Trustee or successor Securities
          Administrator, in each case, reasonably acceptable to the Certificate Insurer
          and the NIMS Insurer, and that meets the requirements of Section 8.06,
          as
          applicable, by written instrument, with a copy of such written instrument
          delivered to (i) the Trustee or the Securities Administrator, as applicable,
          so
          removed, (ii) the successor Trustee or successor Securities Administrator,
          as
          applicable, (iii) the Master Servicer, (iv) the Certificate Insurer, and
          (v) any
          NIMS Insurer.

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          8.08. Successor
          Trustee and Successor Securities Administrator.

         

        Any
          successor Trustee or successor Securities Administrator appointed as provided
          in
          Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor,
          any
          NIMS Insurer, the Seller and the Master Servicer and to its predecessor
          Trustee
          or predecessor Securities Administrator, as applicable and, as long as
          the
          Certificate Insurance Policy is in effect, the Certificate Insurer, an
          instrument accepting such appointment hereunder, and thereupon the resignation
          or removal of the predecessor Trustee or predecessor Securities Administrator,
          as applicable, shall become effective, and such successor Trustee or successor
          Securities Administrator, without any further act, deed or conveyance,
          shall
          become fully vested with all the rights, powers, duties and obligations
          of its
          predecessor hereunder, with like effect as if originally named as Trustee
          or
          Securities Administrator. The Depositor, the Seller, the Master Servicer
          and the
          predecessor Trustee or predecessor Securities Administrator, as applicable
          and,
          as long as the Certificate 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 or successor Securities Administrator, as applicable,
          all such
          rights, powers, duties and obligations.

         

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

         

        Upon
          acceptance of appointment by a successor Trustee or successor Securities
          Administrator, as applicable, as provided in this Section 8.08, the successor
          Trustee or successor Securities Administrator shall mail notice of such
          appointment of a successor Trustee or Securities Administrator 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 or Securities Administrator.

         

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

         

        


        
          
            
              
              

            

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

         

        Notwithstanding
          any other provisions of this Agreement, at any time, for the purpose of
          meeting
          any legal requirements of any jurisdiction in which any part of the Trust
          Fund
          or any Mortgaged Property may at the time be located, the Depositor and
          the
          Trustee acting jointly shall have the power, and the Trustee shall, and
          shall
          instruct the Depositor to, at the expense of the Trust Fund, execute and
          deliver
          all instruments to appoint one or more Persons, approved by the Trustee,
          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 Master Servicer 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 Master Servicer hereunder), the
          Trustee
          shall be incompetent or unqualified to perform such act or acts, in which
          event
          such rights, powers, duties and obligations (including the holding of title
          to
          the Trust Fund or any portion thereof in any such jurisdiction) shall be
          exercised and performed singly by such separate trustee or co-trustee,
          but
          solely at the direction of the Trustee;

         

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

         

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

         

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

         

        


        
          
            
              
              

            

            
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        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.

         

        SECTION
          8.11. Limitation
          of Liability.

         

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

         

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

         

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

         

        (b) The
          Trustee shall afford the Seller, the Depositor, 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.

         

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

         

        


        
          
            
              
              

            

            
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        SECTION
          8.13. Suits
          for Enforcement.

         

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

         

        SECTION
          8.14. Waiver
          of Bond Requirement.

         

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

         

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

         

        The
          Trustee shall be relieved of, and each Certificateholder hereby waives,
          any
          requirement of any jurisdiction in which the Trust Fund, or any part thereof,
          may be located that the Trustee file any inventory, accounting or appraisal
          of
          the Trust Fund with any court, agency or body at any time or in any manner
          whatsoever.

         

        SECTION
          8.16. Appointment
          of Custodians.

         

        The
          Trustee may, and at the direction of the Depositor shall, appoint one or
          more
          custodians to hold all or a portion of the related Mortgage Files as agent
          for
          the Trustee, by entering into a custodial agreement. The custodian may
          at any
          time be terminated and a substitute custodian appointed therefor by the
          Trustee.
          Subject to this Article VIII, the Trustee agrees to comply with the terms
          of
          each custodial agreement and to enforce the terms and provisions thereof
          against
          the custodian for the benefit of the Certificateholders 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 Seller shall pay
          from its
          own funds, without any right to reimbursement, the fees, costs and expenses
          of
          each custodian (including the costs of custodian’s counsel).

         

        


        
          
            
              
              

            

            
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        SECTION
          8.17. 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 or the Yield Maintenance Allocation 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 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
          or the
          Yield Maintenance Agreement except to the extent that the same is due to
          the
          Administrator’s negligence, willful misconduct or fraud.

         

        SECTION
          8.18. Administrator’s
          Fees and Expenses.

         

        The
          Administrator’s fees under the Yield Maintenance Allocation Agreement and the
          Yield Maintenance Agreement shall be paid from a portion of the Securities
          Administration 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 or the 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. 

         

        SECTION
          8.19. 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.

         

        


        
          
            
              
              

            

            
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        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 8.19 shall
          not
          become effective until acceptance of appointment by the successor Administrator.
          As long as the Certificate 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
          8.19, it shall be reimbursed any outstanding and unpaid fees and
          expenses.

         

        Notwithstanding
          anything to the contrary contained herein, in the event that the Securities
          Administrator resigns or is removed as Securities Administrator 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 Securities Administrator 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
          8.20. Closing
          Opinion of Counsel.

         

        On
          or
          before the Closing Date, the Securities Administrator 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
          Securities Administrator and the enforceability thereof.

         

        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 the Securities
          Administrator shall file such elections on Form 1066 or other appropriate
          federal tax or information return for the taxable year ending on the last
          day of
          the calendar year in which the Certificates are issued. The regular interests
          in
          each REMIC created hereunder and the related residual interest shall be
          as
          designated in the Preliminary Statement. Following the Closing Date, the
          Securities Administrator shall apply to the Internal Revenue Service for
          an
          employer identification number for each REMIC created hereunder by means
          of a
          Form SS-4 or other acceptable method and shall file a Form 8811 with the
          Internal Revenue Service.

         

        


        
          
            
              
              

            

            
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        (b) The
          Closing Date is hereby designated as the “Startup Day” of each REMIC created
          hereunder within the meaning of section 860G(a)(9) of the Code. The latest
          possible maturity date for each interest in any REMIC created hereby shall
          be
          the Latest Possible Maturity Date.

         

        (c) Except
          as
          provided in subsection (d) of this Section 9.01, the Securities Administrator
          shall pay any and all tax related expenses (not including taxes) of each
          REMIC
          created hereunder, including but not limited to any professional fees or
          expenses related to audits or any administrative or judicial proceedings
          with
          respect to any such REMIC that involve the Internal Revenue Service or
          state tax
          authorities, but only to the extent that (i) such expenses are ordinary
          or
          routine expenses, including expenses of a routine audit but not expenses
          of
          litigation (except as described in (ii)); or (ii) such expenses or liabilities
          (including taxes and penalties) are attributable to the negligence or willful
          misconduct of the Securities Administrator in fulfilling its duties hereunder
          (including the Securities Administrator’s duties as tax return
          preparer).

         

        (d) The
          Securities Administrator shall prepare and file, and the Trustee shall
          sign all
          of the federal and state tax and information returns of each REMIC created
          hereunder (collectively, the “Tax
          Returns”)
          as the
          direct representative. The expenses of preparing and filing such Tax Returns
          shall be borne by the Securities Administrator. Notwithstanding the foregoing,
          the Securities Administrator shall have no obligation to prepare, file
          or
          otherwise deal with partnership tax information or returns. In the event
          that
          partnership tax information or returns are required by the Internal Revenue
          Service, the Seller, at its own cost and expense, will prepare and file
          all
          necessary returns. The Internal Revenue Service has issued OID regulations
          under
          Sections 1271 to 1275 of the Code generally addressing the treatment of
          debt
          instruments issued with original issue discount. Under those regulations,
          debt
          issued to one Person generally is aggregated in determining if there is
          OID.
          Because certain Classes of Regular Certificates are expected to be issued
          to one
          Person (which intends to continue to hold the Regular Certificates indefinitely
          and, in any case, for at least 30 days), the Securities Administrator,
          on behalf
          of the Trust Fund and upon receipt of written direction from the Depositor,
          will
          determine the existence and amount of any OID as if those Classes of Regular
          Certificates were one debt instrument and based solely on information provided
          by the Depositor to the Securities Administrator.

         

        (e) The
          Securities Administrator shall perform on behalf of each REMIC created
          hereunder
          all reporting and other tax compliance duties that are the responsibility
          of
          each such REMIC under the Code, the REMIC Provisions or other compliance
          guidance issued by the Internal Revenue Service or any state or local taxing
          authority. Among its other duties, if required by the Code, the REMIC Provisions
          or other such guidance, the Securities Administrator, shall provide (i)
          to the
          Treasury or other governmental authority such information as is necessary
          for
          the application of any tax relating to the transfer of 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
          Securities Administrator, 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.

         

        


        
          
            
              
              

            

            
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        (f) Each
          of
          the Master Servicer, Trustee and the Securities Administrator (to the extent
          that the affairs of the REMICs are within such Person’s control and the scope of
          its specific responsibilities under the Agreement) and the Holders of
          Certificates shall take any action or cause any REMIC created hereunder
          to take
          any action necessary to create or maintain the status of any REMIC created
          hereunder as a REMIC under the REMIC Provisions and shall assist each other
          as
          necessary to create or maintain such status. None of the Trustee, the Securities
          Administrator 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 the Securities Administrator 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 Master Servicer,
          the Securities Administrator, 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 Securities Administrator 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 Securities Administrator 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
          Securities Administrator shall, for federal income tax purposes, maintain
          books
          and records with respect to each REMIC created hereunder on a calendar
          year and
          on an accrual basis.

         

        (i) No
          additional contributions of assets shall be made to any REMIC created hereunder,
          except as expressly provided in this Agreement with respect to eligible
          substitute mortgage loans.

         

        (j) None
          of
          the Trustee, the Master Servicer or the Securities Administrator shall
          enter
          into any arrangement by which any REMIC created hereunder will receive
          a fee or
          other compensation for services.

         

        (k) The
          Securities Administrator shall treat each of the Capitalized Interest Account,
          the Basis Risk Reserve Fund, Yield Maintenance Trust, the Yield Maintenance
          Trust Account, and the 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.

         

        


        
          
            
              
              

            

            
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        (l) The
          Securities Administrator shall treat the rights of the Holders of the LIBOR
          Certificates to receive distributions to cover Basis Risk Shortfalls 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
          Securities Administrator 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 Master 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 Master 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 Master Servicer or the Trustee shall sell, dispose of,
          or
          substitute for any of the Mortgage Loans, except in a disposition pursuant
          to
          (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
          Fund, (iii) the termination of the REMICs created hereunder pursuant to
          Article
          X of this Agreement, (iv) a substitution pursuant to Article II hereof
          or (v) a
          repurchase of Mortgage Loans as contemplated hereunder, nor acquire any
          assets
          for any REMIC created hereunder, nor sell or dispose of any investments
          in the
          Distribution Account for gain, nor accept any contributions to any REMIC
          created
          hereunder after the Closing Date, unless 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.

         

        


        
          
            
              
              

            

            
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        ARTICLE
          X


         

        TERMINATION

         

        SECTION
          10.01. Termination.

         

        (a) The
          respective obligations and responsibilities of the Seller, the Depositor,
          the
          Master Servicer, the Securities Administrator and the Trustee created hereby
          (other than the obligation of the Securities Administrator, as Paying Agent,
          to
          make certain payments to Certificateholders after the Final Distribution
          Date
          and the obligation of the Master Servicer to send certain notices as hereinafter
          set forth) shall terminate upon notice to the Trustee and the Securities
          Administrator upon the earliest of (i) the Distribution Date on which the
          Class Principal Balance of each Class of Certificates has been reduced
          to zero
          and 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
          Master 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 Master Servicing Fees and Servicing Fees allocable to such Mortgage
          Loans
          and REO Properties and all amounts, if any, then due and owing to the Trustee,
          the Master Servicer, the Certificate Insurer and the Securities Administrator
          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 Master 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 Master 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 Master 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 Certificate Insurance Policy will
          be made
          or if any amounts due to the Certificate Insurer would remain unreimbursed
          on
          the date of termination.

        


        
          
            
              
              

            

            
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        If
          the
          Master Servicer does not exercise its option as described above, then the
          NIMS
          Insurer shall have the right to direct the Master Servicer to exercise
          such
          option and (i) the NIMS Insurer shall remit the Termination Price in immediately
          available funds to the Master Servicer at least three Business Days prior
          to the
          applicable Distribution Date and, upon receipt of such funds from the NIMS
          Insurer, the Master 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 Master 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 Master 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
          Master Servicer’s negligence, bad faith or willful misconduct. 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 Certificate 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
          Master Servicer shall deposit in the Distribution Account all amounts then
          on
          deposit in the Distribution Account, which deposit shall be deemed to have
          occurred immediately preceding such purchase.

         

        


        
          
            
              
              

            

            
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        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 any SRO Mortgage Loans.

         

        No
          such
          purchase by the Terminator will be permitted without the consent of the
          Certificate Insurer if a draw on the Certificate 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 Master Servicer by letter to the
          Certificateholders mailed not earlier than the 10th day and not later than
          the 19th day of the month immediately preceding the month of such final
          distribution specifying (1) the Distribution Date upon which final
          distribution of the Certificates will be made upon presentation and surrender
          of
          such Certificates at the office or agency of the 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 Securities Administrator,
          the Master Servicer, 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, or request
          the
          Master Servicer to 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 Securities Administrator,
          as
          Paying Agent, shall cause to be distributed to the Holders of the Certificates
          on the Distribution Date for such final distribution, in proportion to
          the
          Percentage Interests of their respective Class and to the extent that funds
          are
          available for such purpose, an amount equal to the amount required to be
          distributed to such Holders in accordance with the provisions of
          Section 5.01 hereof for such Distribution Date; 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-1A, Class 2A-1B, Class 2A-1C 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, up to the amount by which the Class Principal Balance of
          such
          class 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
          Securities Administrator shall promptly following such date cause all funds
          in
          the Distribution Account not distributed in final distribution to
          Certificateholders to be withdrawn therefrom and credited to the remaining
          Certificateholders by depositing such funds in a separate account for the
          benefit of such Certificateholders, and 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 Master
          Servicer shall be entitled to all unclaimed funds and other assets which
          remain
          subject hereto, and the Securities Administrator and the Trustee upon transfer
          of such funds shall be discharged of any responsibility for such funds,
          and the
          Certificateholders shall look to the Master Servicer for payment.

         

        


        
          
            
              
              

            

            
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        SECTION
          10.02. Additional
          Termination Requirements.

         

        (a) In
          the
          event the purchase option provided in Section 10.01 is exercised, the Trust
          Fund shall be terminated in accordance with the following additional
          requirements:

         

        (i) The
          Trustee at the direction of the Securities Administrator shall sell any
          remaining assets of the Trust Fund to Wells Fargo Bank, N.A. or its designee,
          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
          Securities Administrator shall attach a statement to the final federal
          income
          tax return for each REMIC created hereunder stating that pursuant to Treasury
          Regulation §1.860F-1, the first day of the 90 day liquidation period for such
          REMIC was the date on which the Trustee sold the assets of the Trust Fund
          and
          shall satisfy all requirements of a qualified liquidation under Section
          860F of
          the Code and any regulations thereunder as evidenced by an Opinion of Counsel
          delivered to the Trustee, the Certificate Insurer and the Securities
          Administrator obtained at the expense of the Seller.

         

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

         

        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 Securities Administrator
          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.

         

        


        
          
            
              
              

            

            
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        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.

         

        ARTICLE
          XII


         

        MISCELLANEOUS
          PROVISIONS

         

        SECTION
          12.01. Amendment.

         

        This
          Agreement may be amended from time to time by the Seller, the Depositor,
          the
          Master Servicer, the Securities Administrator, the Credit Risk Manager
          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 or the Private
          Placement Memorandum, as applicable; 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, the Master
          Servicer, the Securities Administrator, any NIMS Insurer, the Credit Risk
          Manager, 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 Certificate 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 Certificate Insurance Policy), is permitted
          by
          the Agreement and all the conditions precedent, if any, have been complied
          with,
          delivered to the Trustee, the Securities Administrator, the Master Servicer
          and
          any NIMS Insurer and the Certificate Insurer.

         

        In
          addition, this Agreement may be amended from time to time by Seller, the
          Depositor, the Master Servicer, the Securities Administrator, the Credit
          Risk
          Manager 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
          Deutsche Bank National Trust Company, 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.

         

        


        
          
            
              
              

            

            
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        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 the imposition of 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
          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 Securities Administrator or the
          Trustee),
          otherwise at the expense of the Trust Fund, a copy of such amendment and
          the
          Opinion of Counsel referred to in the immediately preceding paragraph to
          the
          Master Servicer, 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, the Master Servicer and Securities Administrator may, but shall
          not be
          obligated to, enter into any amendment pursuant to this 12.01 Section that
          affects its rights, duties and immunities under this Agreement or
          otherwise.

         

        SECTION
          12.02. Recordation
          of Agreement; Counterparts.

         

        To
          the
          extent permitted by applicable law, this Agreement is subject to recordation
          in
          all appropriate public offices for real property records in all the counties
          or
          other comparable jurisdictions in which any or all of the Mortgaged Properties
          are situated, and in any other appropriate public recording office or elsewhere,
          such recordation to be effected by the Trustee at the expense of the Trust
          Fund,
          but only upon direction of Certificateholders accompanied by an Opinion
          of
          Counsel to the effect that such recordation materially and beneficially
          affects
          the interests of the Certificateholders and the Certificate
          Insurer.

         

        


        
          
            
              
              

            

            
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        For
          the
          purpose of facilitating the recordation of this Agreement as herein provided
          and
          for other purposes, this Agreement may be executed simultaneously in any
          number
          of counterparts, each of which counterparts shall be deemed to be an original,
          and such counterparts shall together constitute but one and the same
          instrument.

         

        SECTION
          12.03. Limitation
          on Rights of Certificateholders.

         

        The
          death
          or incapacity of any Certificateholder shall not (i) operate to terminate
          this Agreement or the Trust Fund, (ii) entitle such Certificateholder’s
          legal representatives or heirs to claim an accounting or to take any action
          or
          proceeding in any court for a partition or winding up of the Trust Fund
          or
          (iii) otherwise affect the rights, obligations and liabilities of the
          parties hereto or any of them.

         

        Except
          as
          expressly provided for herein, no Certificateholder shall have any right
          to vote
          or in any manner otherwise control the operation and management of the
          Trust
          Fund, or the obligations of the parties hereto, nor shall anything herein
          set
          forth or contained in the terms of the Certificates be construed so as
          to
          constitute the Certificateholders from time to time as partners or members
          of an
          association; nor shall any Certificateholder be under any liability to
          any third
          person by reason of any action taken by the parties to this Agreement pursuant
          to any provision hereof.

         

        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,
          the
          Securities Administrator and the Trustee, that no one or more Holders of
          Certificates shall have any right in any manner whatever by virtue of any
          provision of this Agreement to affect, disturb or prejudice the rights
          of the
          Holders of any other of such Certificates or 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.

         

        


        
          
            
              
              

            

            
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        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.

         

        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 Master Servicer,
          the
          Certificate Insurer, the Securities Administrator and the Trustee in writing
          by
          the Seller, (b) in the case of the Trustee, to the Corporate Trust Office
          or
          such other address or telecopy number as may hereafter be furnished to
          the
          Depositor, the Master Servicer, the Securities Administrator, the Certificate
          Insurer and the Seller in writing by the Trustee, (c) in the case of the
          Depositor, to Greenwich Capital Acceptance, Inc., 600 Steamboat Road,
          Greenwich, Connecticut 06830, Attention: Legal (telecopy number
          (203) 618-2132), or such other address or telecopy number as may be
          furnished to the Seller, the Master Servicer, the Securities Administrator,
          the
          Certificate Insurer and the Trustee in writing by the Depositor; (d) in
          the case
          of the Master Servicer or Securities Administrator, for certificate transfer
          purposes, at its Corporate Trust Office and for all other purposes at P.O.
          Box
          98, Columbia, Maryland 21046, or for overnight delivery, at 9062 Old Annapolis
          Road, Columbia, Maryland 21045 (Attention: HarborView Mortgage Loan Trust
          2006-14), Facsimile no.: (410) 715-2380, or such other address or telecopy
          number as may be furnished to the Depositor, the Seller, the Certificate
          Insurer
          and the Trustee in writing by the Master Servicer or the Securities
          Administrator, as applicable; (e) in the case of the Credit Risk Manager,
          Clayton Fixed Income Services Inc., 1700 Lincoln Street, Suite 1600, Denver,
          Colorado 80203, Attention: General Counsel, and (f) in the case of the
          Certificate Insurer, Ambac Assurance Corporation, One State Street Plaza,
          New
          York, New York 10004, Attention: HarborView 2006-14 (telecopy number
          212-208-3547), or such other address or telecopy number as may be furnished
          to
          the Depositor, the Seller, the Master Servicer, the Securities Administrator
          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
          Securities Administrator to the Depositor pursuant to Section 3.19 may
          be
          delivered by the Securities Administrator, notwithstanding any provision
          of this
          Agreement to the contrary, to Greenwich Capital Acceptance, Inc.,
          600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Mark Hagelin
          (telephone number (203) 618-2596; fax number (203) 422-4284; e-mail
          mark.hagelin@gcm.com), or such other address or telecopy number as may
          be
          furnished to the Securities Administrator in writing by the
          Depositor.

         

        


        
          
            
              
              

            

            
              173

              
                

              

            

            
              
              

            

          

        

        


        SECTION
          12.06. Severability
          of Provisions.

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of this Agreement
          shall for any reason whatsoever be held invalid, then such covenants,
          agreements, provisions or terms shall be deemed severable from the remaining
          covenants, agreements, provisions or terms of this Agreement and shall
          in no way
          affect the validity or enforceability of the other provisions of this Agreement
          or of the Certificates or the rights of the Holders thereof.

         

        SECTION
          12.07. Article
          and Section References.

         

        All
          article and section references used in this Agreement, unless otherwise
          provided, are to articles and sections in this Agreement.

         

        SECTION
          12.08. 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 Master Servicer, the Securities Administrator
          or the Trustee;

         

        


        
          
            
              
              

            

            
              174

              
                

              

            

            
              
              

            

          

        

        


        (iv) the
          final
          payment to Holders of the Certificates of any Class; and

         

        (v) any
          change in the location of any Account.

         

        (b) If
          the
          Trustee is acting as a successor Master Servicer pursuant to Section 7.02
          hereof, the Trustee shall notify the Rating Agencies of any event that
          would
          result in the inability of the Trustee to make Advances as successor Master
          Servicer:

         

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

         

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

         

        (ii) each
          annual statement as to compliance described in Section 3.17 hereof;

         

        (iii) each
          annual assessment of compliance and attestation report described in Section
          3.16
          hereof; and

         

        (iv) each
          notice delivered pursuant to Section 5.05(b) hereof which relates to the
          fact
          that the Master 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:

         

        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.

         

        


        
          
            
              
              

            

            
              175

              
                

              

            

            
              
              

            

          

        

        


        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 Insured Certificates. Any right conferred
          to
          the Certificate Insurer, other than the rights to receive notices or
          documentation, 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 Custodians, the Securities Administrator
          and
          the Trustee in writing of the issuance of any Class of NIM Notes 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 NIM Notes remaining outstanding
          or
          the NIMS Insurer is owed amounts in respect of its guarantee of payment
          of such
          NIM Notes. 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 the 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.

         

        SECTION
          12.11. Acts
          of Certificateholders.

         

        (a) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Agreement to be given or taken by the Certificateholders
          may be embodied in and evidenced by one or more instruments of substantially
          similar tenor signed by such Certificateholders in person or by agent duly
          appointed in writing, and such action shall become effective when such
          instrument or instruments are delivered to the Trustee or the Securities
          Administrator and, when expressly required under this Agreement, to the
          Master
          Servicer. Such instrument or instruments (and the action embodied therein
          and
          evidenced thereby) are herein sometimes referred to as the “act” of the
          Certificateholders signing such instrument or instruments. Proof of execution
          of
          any such instrument or of a writing appointing any such agent shall be
          sufficient for any purpose of this Agreement and conclusive in favor of
          the
          Trustee and the Trust Fund, if made in the manner provided in this
          Section 12.11.

         

        (b) The
          fact
          and date of the execution by any Person of any such instrument or writing
          may be
          proved by the affidavit of a witness of such execution or by the certificate
          of
          a notary public or other officer authorized by law to take acknowledgments
          of
          deeds, certifying that the individual signing such instrument or writing
          acknowledged to him the execution thereof. Whenever such execution is by
          a
          signer acting in a capacity other than his or her individual capacity,
          such
          certificate or affidavit shall also constitute sufficient proof of his
          authority.

         

        


        
          
            
              
              

            

            
              176

              
                

              

            

            
              
              

            

          

        

        


        (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. 

         

        The
          Securities Administrator shall provide to any person to whom a Prospectus
          or
          Private Placement Memorandum 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 or Private Placement Memorandum
          (to
          the extent in the Securities Administrator’s possession). Any reasonable
          out-of-pocket expenses incurred by the Securities Administrator in providing
          copies of such documents shall be reimbursed by the Depositor.

         

        SECTION
          12.14. Transfer
          of Servicing.

         

        The
          Master Servicer shall not consent to or approve the assignment of the Servicing
          Agreements or the servicing thereunder or the delegation of a substantial
          portion of each Servicer’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 applicable Servicer will not result in a qualification,
          withdrawal or downgrade of the then-current rating of any of the Certificates
          (without regard to the Certificate Insurance Policy). The Master Servicer
          (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 applicable 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.

         

        


        
          
            
              
              

            

            
              177

              
                

              

            

            
              
              

            

          

        

        


        SECTION
          12.15. Tax
          Treatment of the Class ES Certificates.

         

        It
          is the
          intent of the parties hereto that the segregated pool of assets consisting
          of
          any collections in respect of the Class ES Distributable Amount payable
          to the
          Class ES Certificate constitutes, for federal income tax purposes, a grantor
          trust as described in Subpart E of Part I of Subchapter J of the Code and
          Treasury Regulation §301.7701-4(c)(2). The Securities Administrator shall
          prepare, sign and file, all of the tax returns in respect of such grantor
          trusts. The expenses of preparing and filing such returns shall be borne
          by the
          Securities Administrator without any right of reimbursement therefor. The
          Securities Administrator shall comply with each such requirement by filing
          Form
          1041 or other applicable form.

        


        
          
            
              
              

            

            
              178

              
                

              

            

            
              
              

            

          

        

        


        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/ Matt Miles                

        Name:
          Matt Miles

        Title:
          Vice President

         

         

        GREENWICH
          CAPITAL FINANCIAL PRODUCTS, INC.,

        as
          Seller

        
          
             

            By: 
              /s/ Matt Miles                

            Name:
              Matt Miles

            Title:
              Vice President

             

          

           

        

        WELLS
          FARGO BANK, N.A., 

        as
          Master
          Servicer


        
           

          By: 
            /s/ Graham M. Oglesby          


          Name:
            Graham M. Oglesby

          Title:
            Assistant Vice President

           

           

        

        WELLS
          FARGO BANK, N.A., 

        as
          Securities Administrator

        
          
             

            By: 
              /s/ Graham M. Oglesby          


            Name:
              Graham M. Oglesby

            Title:
              Assistant Vice President

          

        

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DEUTSCHE
          BANK NATIONAL TRUST COMPANY, 

        as
          Trustee and Custodian

        
           

          By: 
            /s/ Barbara Campbell                

          Name:
            Barbara Campbell

          Title:
            Vice President

          
             

            By: 
              /s/ Karlene Benvenuto              


            Name:
              Karlene Benvenuto

            Title:
              Authorized Signer

          

        

         

         

        CLAYTON
          FIXED INCOME SERVICES INC.,

        as
          Credit
          Risk Manager

        
           

          By: 
            /s/ Kevin J. Kanouff                

          Name:
            Kevin J. Kanouff

          Title:
            President and General Counsel

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            SCHEDULE
              I

             

            MORTGAGE
              LOAN SCHEDULE



        

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          EXHIBIT
            A

           

          FORM
            OF SENIOR CERTIFICATE

           

          CLASS
            [
            ]A[-1[ ]] 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 and Class 2A-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 and Class 2A-1A Certificates Only.]

           


          
            
              
              

            

            
              A-1

              
                

              

            

            
              
              

            

          


          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) 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-1B, Class 2A-1C 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:

                  	
                    December
                      1, 2006

                  
	 	 
	
                    First
                      Distribution Date:

                  	
                    January
                      19, 2007

                  
	 	 
	
                    Initial
                      Certificate Principal

                  	 
	
                    Balance
                      of this Certificate

                  	 
	
                    (“Denomination”):

                  	
                    $[  
                      ]

                  
	 	 
	
                    Original
                      Class Certificate

                  	 
	
                    Principal
                      Balance of this

                  	 
	
                    Class:

                  	
                    $[  
                      ]

                  
	 	 
	
                    Percentage
                      Interest:

                  	
                    100%

                  
	 	 
	
                    Pass-Through
                      Rate:

                  	
                    Variable

                  
	 	 
	
                    CUSIP:

                  	
                    [ 
                       ]

                  
	 	 
	
                    Class:

                  	
                    [ 
                       ]A[-1[   ]]

                  
	 	 
	
                    Assumed
                      Final Distribution Date:

                  	
                    February
                      2037

                  
	
                    [For
                      the Class 2A-1C Certificates Only: March
                      2038

                  	 
	 	 


          

          



          
            
              
              

            

            
              A-2

              
                

              

            

            
              
              

            

          


          HarborView
            Mortgage Loan Trust 

          Mortgage
            Loan Pass-Through Certificates, Series 2006-14

          Class
            [    ]A[-1[    ]]

           

          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 December 1, 2006 (the
            “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
            Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
            and as securities administrator (in such capacity, the “Securities
            Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
            capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”).
            Accordingly, the Certificate Principal Balance of this Certificate at
            any time
            may be less than the Initial Certificate Principal Balance set forth
            on the face
            hereof, as described herein. This Certificate does not evidence an obligation
            of, or an interest in, and is not guaranteed by the Depositor, the Seller,
            the
            Master Servicer, the Securities Administrator or the Trustee referred
            to below
            or any of their respective affiliates.

           

          This
            certifies that CEDE & CO. is the registered owner of the Percentage Interest
            evidenced by this Certificate (obtained by dividing the Denomination
            of this
            Certificate by the Original Class Certificate Principal Balance) in certain
            monthly distributions with respect to a Trust Fund consisting primarily
            of the
            Mortgage Loans deposited by 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-3

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Securities Administrator and Certificate Registrar
            has
            caused this Certificate to be duly executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          as
            Securities Administrator 

          


          


          By                        

           

          


          


          This
            is
            one of the Certificates

          referenced
            in the within-mentioned Agreement

           

          


          


          By
            ________________________________________

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          as
            Certificate Registrar

          
          

           

          
            
              
              

            

            
              A-4

              
                

              

            

            
              
              

            

          


          EXHIBIT
            B

           

          FORM
            OF SUBORDINATE CERTIFICATE

           

          UNLESS
            THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
            DEPOSITORY
            TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
            REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
            IS
            REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
            BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
            OF
            DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
            BY OR TO
            ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO.,
            HAS AN INTEREST HEREIN.

           

          SOLELY
            FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
            RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
            OF 1986, AS
            AMENDED (THE “CODE”).

           

          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) 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.

           

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

           

          
            	
                    Certificate
                      No.:

                  	
                    1

                  
	 	 
	
                    Cut-Off
                      Date:

                  	
                    December
                      1, 2006

                  
	 	 
	
                    First
                      Distribution Date:

                  	
                    January
                      20, 2007

                  
	 	 
	
                    Initial
                      Certificate Principal

                  	 
	
                    Balance
                      of this Certificate

                  	 
	
                    (“Denomination”):

                  	
                    $[   
                      ]

                  
	 	 


          

           

           

          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          

           

          
            	
                    Original
                      Class Certificate

                  	 
	
                    Principal
                      Balance of this

                  	 
	
                    Class:

                  	
                    $[   
                      ]

                  
	 	 
	
                    Percentage
                      Interest:

                  	
                    100%

                  
	 	 
	
                    Pass-Through
                      Rate:

                  	
                    Variable

                  
	 	 
	
                    CUSIP:

                  	
                    [   
                      ]

                  
	 	 
	
                    Class:

                  	
                    B-[   
                      ]

                  
	 	 
	
                    Assumed
                      Final Distribution Date:

                  	
                    February
                      2037

                  


          


          
            
              
              

            

            
              B-2

              
                

              

            

            
              
              

            

          


          HarborView
            Mortgage Loan Trust

          Mortgage
            Loan Pass-Through Certificates, Series 2006-14

          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 December 1, 2006 (the
            “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
            Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
            and as securities administrator (in such capacity, the “Securities
            Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
            capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”).
            Accordingly, the Certificate Principal Balance of this Certificate at
            any time
            may be less than the Initial Certificate Principal Balance set forth
            on the face
            hereof, as described herein. This Certificate does not evidence an obligation
            of, or an interest in, and is not guaranteed by the Depositor, the Seller,
            the
            Master Servicer, the Securities Administrator or the Trustee referred
            to below
            or any of their respective affiliates.

           

          This
            certifies that CEDE & CO. is the registered owner of the Percentage Interest
            evidenced by this Certificate (obtained by dividing the Denomination
            of this
            Certificate by the Original Class Certificate Principal Balance) in certain
            monthly distributions with respect to a Trust Fund consisting primarily
            of the
            Mortgage Loans deposited by 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 Securities Administrator and Certificate Registrar
            has
            caused this Certificate to be duly executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          as
            Securities Administrator 

          


          


          By                        

           

           

          This
            is
            one of the Certificates

          referenced
            in the within-mentioned Agreement


          


          By
            ________________________________________

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          as
            Certificate Registrar



          
            
              
              

            

            
              B-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:

                  	
                    December
                      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 2006-14

          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 monthly as set forth herein
            and in
            the pooling and servicing agreement dated as of December 1, 2006 (the
            “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
            Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
            and as securities administrator (in such capacity, the “Securities
            Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
            capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”).
            Accordingly, the Certificate Principal Balance of this Certificate at
            any time
            may be less than the Initial Certificate Principal Balance set forth
            on the face
            hereof, as described herein. This Certificate does not evidence an obligation
            of, or an interest in, and is not guaranteed by the Depositor, the Seller,
            the
            Master Servicer, the Securities Administrator or the Trustee referred
            to below
            or any of their respective affiliates.

           

          This
            certifies that [_______________] 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 Securities Administrator
            or
            the Certificate Registrar, 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 Securities Administrator will provide the Internal
            Revenue Service and any pertinent persons with the information needed
            to compute
            the tax imposed under the applicable tax laws on transfers of residual
            interests
            to disqualified organizations, if any person other than a Permitted Transferee
            acquires an Ownership Interest on a Class C Certificate in violation
            of the
            restrictions mentioned above.

           


          
            
              
              

            

            
              C-1-4

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Securities Administrator and Certificate Registrar
            has
            caused this Certificate to be duly executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          as
            Securities Administrator 

          


          


          By                    

          
 

          


          This
            is
            one of the Certificates

          referenced
            in the within-mentioned Agreement

          


          


          By
            ________________________________________

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          as
            Certificate Registrar

          


           


          
            
              
              

            

            
              C-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:

                  	
                    December
                      1, 2006

                  
	 	 
	
                    First
                      Distribution Date:

                  	
                    January
                      19, 2007

                  
	 	 
	
                    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 2006-14

          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 monthly as set forth herein
            and in
            the pooling and servicing agreement dated as of December 1, 2006 (the
            “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
            Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
            and as securities administrator (in such capacity, the “Securities
            Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
            capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”).
            Accordingly, the Certificate Principal Balance of this Certificate at
            any time
            may be less than the Initial Certificate Principal Balance set forth
            on the face
            hereof, as described herein. This Certificate does not evidence an obligation
            of, or an interest in, and is not guaranteed by the Depositor, the Seller,
            the
            Master Servicer, the Securities Administrator or the Trustee referred
            to below
            or any of their respective affiliates.

           

          This
            certifies that [_______________] 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 Securities Administrator
            or
            the Certificate Registrar, 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 Securities Administrator will provide the
            Internal
            Revenue Service and any pertinent persons with the information needed
            to compute
            the tax imposed under the applicable tax laws on transfers of residual
            interests
            to disqualified organizations, if any person other than a Permitted Transferee
            acquires an Ownership Interest on a Class P Certificate in violation
            of the
            restrictions mentioned above.


           


          
            
              
              

            

            
              C-2-4

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Securities Administrator and Certificate Registrar
            has
            caused this Certificate to be duly executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          as
            Securities Administrator 

          


          


          By                        

           

          


          


          This
            is
            one of the Certificates

          referenced
            in the within-mentioned Agreement

          


          


          By
            ________________________________________

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          as
            Certificate Registrar

           


          
            
              
              

            

            
              C-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) 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 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:

                    	
                      December
                        1, 2006

                    
	 	 
	
                      Percentage
                        Interest:

                    	
                      100%

                    
	 	 
	
                      Class:

                    	
                      R

                    
	 	 


            

          

          



          
            
              
              

            

            
              C-3-1

              
                

              

            

            
              
              

            

          


          HarborView
            Mortgage Loan Trust

          Mortgage
            Loan Pass-Through Certificates, Series 2006-14

          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 monthly as set forth herein
            and in
            the pooling and servicing agreement dated as of December 1, 2006 (the
            “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
            Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
            and as securities administrator (in such capacity, the “Securities
            Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
            capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”).
            Accordingly, the Certificate Principal Balance of this Certificate at
            any time
            may be less than the Initial Certificate Principal Balance set forth
            on the face
            hereof, as described herein. This Certificate does not evidence an obligation
            of, or an interest in, and is not guaranteed by the Depositor, the Seller,
            the
            Master Servicer, the Securities Administrator or the Trustee referred
            to below
            or any of their respective affiliates.

           

          This
            certifies that [_______________] 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 Securities Administrator
            or
            the Certificate Registrar, or (ii) if this Certificate has been the subject
            of
            an ERISA-qualifying underwriting, 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 Securities Administrator will provide the
            Internal
            Revenue Service and any pertinent persons with the information needed
            to compute
            the tax imposed under the applicable tax laws on transfers of residual
            interests
            to disqualified organizations, if any person other than a Permitted Transferee
            acquires an Ownership Interest on a Class R Certificate in violation
            of the
            restrictions mentioned above.

           


          
            
              
              

            

            
              C-3-3

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Securities Administrator and Certificate Registrar
            has
            caused this Certificate to be duly executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          as
            Securities Administrator 

          


          


          By                    

           

          


          


          This
            is
            one of the Certificates

          referenced
            in the within-mentioned Agreement

           

           

          By
            ________________________________________

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          as
            Certificate Registrar

           


          
            
              
              

            

            
              C-3-4

              
                

              

            

            
              
              

            

          


          EXHIBIT
            C-4

           

          CLASS
            ES CERTIFICATE

           

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

           

          THIS
            CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT
            ACCRUE
            INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
            DISTRIBUTIONS AS PROVIDED IN THE AGREEMENT.

           

          THIS
            CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
            AS
            AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
            NOR ANY INTEREST HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,
            UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
            REGISTRATION.

           

          THE
            HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
            SELL OR
            OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
            STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B)
            TO A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN
            INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR,
            IN
            SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.

           

          NEITHER
            THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
            CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION
            LETTER TO
            THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT
            TO
            SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
            AMENDED
            (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
            PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN
            ASSETS OF
            ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
            HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
            THAT
            THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH
            FUNDS
            CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
            OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
            AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III
            OF PTCE
            95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
            OF THE
            AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
            HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF
            AN
            EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE
            WITHOUT
            THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY
            TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF
            NO
            EFFECT.

           


          
            
              
              

            

            
              C-4-1

              
                

              

            

            
              
              

            

          

           

          
            	
                    Cut-Off
                      Date:

                  	 	
                    December
                      1, 2006

                  


            	 	 	 


            	Certificate No.: 	 	1


            	 	 	 


            	Class:	 	ES


            	 	 	 


            	Percentage Interest:	 	100%


          

           

           


          
            
              
              

            

            
              C-4-2

              
                

              

            

            
              
              

            

          


          HarborView
            Mortgage Loan Trust 2006-14

          Mortgage
            Loan Pass-Through Certificates, Series 2006-14

          Class
            ES

           

          evidencing
            the Percentage Interest in the distributions allocable to the Certificates
            of
            the above-referenced Class with respect to the Trust consisting primarily
            of
            adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from
            others by

           

          GREENWICH
            CAPITAL ACCEPTANCE, INC., as Depositor.

           

          This
            Certificate does not evidence an obligation of, or an interest in, and
            is not
            guaranteed by the Depositor, the Seller, the Servicer or the Trustee
            referred to
            below or any of their respective affiliates. Neither this Certificate
            nor the
            Mortgage Loans are guaranteed or insured by any governmental agency or
            instrumentality.

           

          This
            certifies that [_______________] is the registered owner of the Percentage
            Interest evidenced by this Certificate specified above in the interest
            represented by all Certificates of the Class to which this Certificate
            belongs
            in a Trust Fund consisting primarily of the Mortgage Loans deposited
            by
            Greenwich Capital Acceptance, Inc. (the “Depositor”). The Trust Fund was created
            pursuant to a Pooling and Servicing Agreement dated as of December 1,
            2006 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
            Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
            and as securities administrator (in such capacity, the “Securities
            Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
            capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”).
            To the extent not defined herein, the capitalized terms used herein have
            the
            meanings assigned in the Agreement. This Certificate is issued under
            and is
            subject to the terms, provisions and conditions of the Agreement, to
            which
            Agreement the Holder of this Certificate by virtue of the acceptance
            hereof
            assents and by which such Holder is bound.

           

          Reference
            is hereby made to the further provisions of this Certificate set forth
            on the
            reverse hereof, which further provisions shall for all purposes have
            the same
            effect as if set forth at this place.

           

          This
            Certificate shall not be entitled to any benefit under the Agreement
            or be valid
            for any purpose unless manually countersigned by an authorized signatory
            of the
            Certificate Registrar.

           


          
            
              
              

            

            
              C-4-3

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the Securities Administrator and Certificate Registrar
            has
            caused this Certificate to be duly executed.

           

          Dated:
            December ___, 2006

           

          WELLS
            FARGO BANK, N.A.,

          as
            Securities Administrator


          


          


          By                    

           

          


          


          This
            is
            one of the Certificates

          referenced
            in the within-mentioned Agreement

          


          


          By
            ________________________________________

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          as
            Certificate Registrar

          




          
            
              
              

            

            
              C-4-4

              
                

              

            

            
              
              

            

          


          EXHIBIT
            D

           

          FORM
            OF REVERSE CERTIFICATE

           

          HarborView
            Mortgage Loan Trust

          Mortgage
            Loan Pass-Through Certificates, Series 2006-14

          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
            2006-14 (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 January 2007, to the Person
            in
            whose name this Certificate is registered at the close of business on
            the
            applicable Record Date in an amount equal to the product of the Percentage
            Interest evidenced by this Certificate and the amount required to be
            distributed
            to Holders of Certificates of the Class to which this Certificate belongs
            on
            such Distribution Date pursuant to the Agreement.

           

          Distributions
            on this Certificate shall be made, (i) in the case of a Physical Certificate,
            by
            check or money order mailed to the address of the person entitled thereto
            as it
            appears on the Certificate Register or, upon the request of a Certificateholder,
            by wire transfer as set forth in the Agreement and (ii) in the case of
            a
            Book-Entry Certificate, to the Depository, which shall credit the amounts
            of
            such distributions to the accounts of its Depository Participants in
            accordance
            with its normal procedures. The final distribution on each Certificate
            shall be
            made in like manner, but only upon presentment and surrender of such
            Certificate
            at the office or agency of the Certificate Registrar specified in the
            notice to
            Certificateholders of such final distribution.

           

          The
            Agreement permits, with certain exceptions therein provided, the amendment
            thereof and the modification of the rights of the Certificateholders
            under the
            Agreement at any time, by the Depositor, the Seller, the Master Servicer,
            the
            Securities Administrator, the Trustee and Holders of the requisite percentage
            of
            the Percentage Interests of each Class of Certificates affected by such
            amendment, as specified in the Agreement. Any such consent by the Holder
            of this
            Certificate shall be conclusive and binding on such Holder and upon all
            future
            Holders of this Certificate and of any Certificate issued upon the transfer
            hereof or in exchange therefor or in lieu hereof whether or not notation
            of such
            consent is made upon this Certificate. The Agreement also permits the
            amendment
            thereof, in certain limited circumstances, without the consent of the
            Holders of
            any of the Certificates.

           


          
            
              
              

            

            
              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 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.

           

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

           

          The
            Depositor, the Seller, the Master Servicer, the Securities Administrator,
            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 Master
            Servicer, the Securities Administrator, 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.

           


          
            
              
              

            

            
              D-2

              
                

              

            

            
              
              

            

          


          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-3

              
                

              

            

            
              
              

            

          


          ASSIGNMENT

           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            

           

          
            

          

        

         

          
            

          

        

        
          (Please
            print or typewrite name and address including postal ZIP code of
            assignee)

           

          the
            Percentage Interest evidenced by the within Certificate and hereby authorizes
            the transfer of registration of such Percentage Interest to assignee
            on the
            Certificate Register of the Trust.

           

          I
            (We)
            further direct the Trustee to issue a new Certificate of a like denomination
            and
            Class, to the above named assignee and deliver such Certificate to the
            following
            address:
            _____________________________________________________________________________.

           

          Dated:
            _____________

           

                                                             
            

          Signature
            by or on behalf of assignor

           


          
            
              
              

            

            
              D-4

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:

           

          Distributions
            shall be made, by wire transfer or otherwise, in immediately available
            funds
            to_______________________________________________________________________________________________________________________

          ___________________________________for
            the account
            of_______________________________________________________________,

          account
            number ________________________, or, if mailed by check, to___ ______________________________________________Applicable
            statements should be mailed to ___________________________________________
            _____________________________________________________________________________.

           

          This
            information is provided by
            _____________________________________________,

          the
            assignee named above, or
            _____________________________________________________,

          as
            its
            agent.

           

          



          
            
              
              

            

            
              D-5

              
                

              

            

            
              
              

            

          


          EXHIBIT
            E

           

          CERTIFICATE
            GUARANTY INSURANCE POLICY

           

          



          
            
              
              

            

            
              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 that certain Pooling and
            Servicing
            Agreement dated as of December 1, 2006, among Greenwich Capital Acceptance,
            Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller,
            Wells
            Fargo Bank, N.A., as Master Servicer and Securities Administrator, Clayton
            Fixed
            Income Services Inc., as Credit Risk Manager and Deutsche Bank National
            Trust
            Company, as Trustee and Custodian (the “Pooling and Servicing Agreement”), the
            undersigned [Master Servicer] [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 [Master Servicer] [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 [Master Servicer] [Servicer] hereby certifies
            that a
            Qualified Substitute Mortgage Loan has been assigned and delivered to
            you along
            with the related Mortgage File pursuant to the Pooling and Servicing
            Agreement.)

           

          4. Mortgage
            Loan repurchased. (The [Master Servicer] [Servicer] hereby certifies
            that the
            Purchase Price has been credited to 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
            [Master Servicer] [Servicer]]

           

          By:__________________________________

          Name:

          Title:
            Servicing Officer

          



          
            
              
              

            

            
              F-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            G-1

           

          FORM
            OF RECEIPT OF MORTGAGE NOTE

           

          RECEIPT
            OF MORTGAGE NOTE

           

          Greenwich
            Capital Acceptance, Inc.

          600
            Steamboat Road

          Greenwich,
            Connecticut 06830

           

          
            	 	
                    Re:
                      

                  	
                    HarborView
                      Mortgage Loan Trust

                  


            	 	 	
                    Mortgage
                      Loan Pass-Through Certificates, Series
                      2006-14

                  


          

           

          Ladies
            and Gentlemen:

           

          Pursuant
            to Section 2.01 of the Pooling and Servicing Agreement dated as of December
            1,
            2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich
            Capital
            Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master
            Servicer
            and Securities Administrator, Clayton Fixed Income Services Inc., as
            Credit Risk
            Manager and Deutsche Bank National Trust Company, as Trustee and Custodian,
            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.

           

           

          DEUTSCHE
            BANK NATIONAL TRUST

          COMPANY,
            as Trustee and Custodian

          


          


          By:                                           
            

          Name:

          Title:

          


           

          Dated:
            

           


          
            
              
              

            

            
              G-1-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            1

           

          MORTGAGE
            LOAN SCHEDULE

           

          [To
            be retained in a separate closing binder entitled “HarborView 2006-14 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 2006-14 Mortgage
            Loan Schedule” at the Washington DC offices of McKee Nelson LLP]


            
              
                
                

              

              
                G-1-3

                
                  

                

              

              
                
                

              

            



          EXHIBIT
            G-2

           

          FORM
            OF INTERIM 
CERTIFICATION
            OF TRUSTEE

          
             

            INTERIM
              CERTIFICATION OF TRUSTEE

             

            [date]


             

            
              	
                      Greenwich
                        Capital Acceptance, Inc.

                      600
                        Steamboat Road

                      Greenwich,
                        Connecticut 06830

                    	 
	 	 
	
                      Greenwich
                        Capital Financial Products, Inc.

                      600
                        Steamboat Road

                      Greenwich,
                        Connecticut 06830

                    	 
	 	 
	
                      Wells
                        Fargo Bank, N.A.

                      9062
                        Old Annapolis Road

                      Columbia,
                        Maryland 21045

                    	 


            

            


            

              
                	 	
                        Re:

                      	
                        Pooling
                          and Servicing Agreement dated as of December 1, 2006, among
                          Greenwich
                          Capital Acceptance, Inc., as Depositor, Greenwich Capital
                          Financial
                          Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master
                          Servicer and
                          Securities Administrator, Clayton Fixed Income Services
                          Inc., as Credit
                          Risk Manager and Deutsche Bank National Trust Company,
                          as Trustee and
                          Custodian,

                        HarborView
                          Mortgage Loan Trust

                        Mortgage
                          Loan Pass-Through Certificates, Series 2006-14


                      


              

            

             

            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.

                    


            

             


            
              
                
                

              

              
                G-2-1

                
                  

                

              

              
                
                

              

            


            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.

             

            Capitalized
              words and phrases used herein but not otherwise defined herein shall
              have the
              respective meanings assigned to them in the Pooling and Servicing
              Agreement.

             

            


             

            DEUTSCHE
              BANK NATIONAL TRUST COMPANY, as Trustee and Custodian

             

            By:                        

            Name:                        

            Title:                         


            
              
                
                

              

              
                G-2-2

                
                  

                

              

              
                
                

              

            


            EXHIBIT
              G-3

             

            FORM
              OF FINAL CERTIFICATION OF TRUSTEE

             

            FINAL
              CERTIFICATION 

            [date]

          

           

          
            	
                    Greenwich
                      Capital Acceptance, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      Connecticut 06830

                  	 
	 	 
	
                    Greenwich
                      Capital Financial Products, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      Connecticut 06830

                  	 
	 	 
	
                    Wells
                      Fargo Bank, N.A.

                    9062
                      Old Annapolis Road

                    Columbia,
                      Maryland 21045

                  	 


          

          


          
             

            
              
                	 	
                        Re:

                      	
                        Pooling and Servicing Agreement dated
                          as of December 1,
                          2006, among Greenwich Capital Acceptance, Inc., as Depositor,
                          Greenwich
                          Capital Financial Products, Inc., as Seller, Wells Fargo
                          Bank, N.A., as
                          Master Servicer and Securities Administrator, Clayton Fixed
                          Income
                          Services Inc., as Credit Risk Manager and Deutsche Bank
                          National Trust
                          Company, as Trustee and Custodian,

                        
                          
                            HarborView
                              Mortgage Loan Trust
Mortgage
                            Loan Pass-Through Certificates, Series 2006-14
                             

                        

                      


              

            

             

          

          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.

           


          
            
              
              

            

            
              G-3-1

              
                

              

            

            
              
              

            

          


          Capitalized
            words and phrases used herein but not otherwise defined herein shall
            have the
            respective meanings assigned to them in the Pooling and Servicing
            Agreement.

           

          


           

          DEUTSCHE
            BANK NATIONAL TRUST COMPANY, as Trustee and Custodian

          
             

            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 Deutsche Bank
            National Trust Company, as trustee on behalf of HarborView Mortgage Loan
            Trust
            2006-14, Mortgage Loan Pass-Through Certificates, Series 2006-14, to
            accept the
            transfer of the above described loan from the Seller.

           

          The
            Seller agrees to indemnify Deutsche Bank National Trust Company 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 CERTIFICATES

          


           

          [Date]

          


          Greenwich
            Capital Acceptance, Inc.

          600
            Steamboat Road

          Greenwich,
            Connecticut 06830

           

          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Rd.

          Columbia,
            MD 21045

          
            


            
               

              
                
                  	 	
                          Re:

                        	
                          
                            HarborView
                              Mortgage Loan Trust 

                            Mortgage
                              Loan Pass-Through Certificates, Series 2006-14, Class
                              R

                          

                        


                

              

               

            

          

           

          Ladies
            and Gentlemen:

           

          1. The
            undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
            __________, on behalf of which she makes this affidavit.

           

          2.  The
            Transferee either (x) is not an employee benefit plan subject to Section
            406 of
            the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a
            plan or arrangement subject to Section 4975 of the Internal Revenue Code
            of
            1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on
            behalf of any such Plan nor using the assets of any such Plan to effect
            the
            transfer; (y) if the Certificate has been the subject of a best efforts
            or firm
            commitment underwriting or private placement that meets the requirements
            of
            Prohibited Transaction Exemption 2002-41, and is an insurance company
            which is
            purchasing such Certificates with funds contained in an “insurance company
            general account” (as such term is defined in Section V(e) of Prohibited
            Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
            holding of such Certificates are covered under Section I and III of PTCE
            95-60;
            or (z) shall deliver to the Certificate Registrar an opinion of counsel
            (a
“Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon
            which the Certificate Registrar shall be entitled to rely, to the effect
            that
            the purchase or holding of such Certificate by the Transferee will not
            result in
            a non-exempt prohibited transaction under Section 406 of ERISA or Section
            4975
            of the Code and will not subject the Trustee, the Certificate Registrar,
            the
            Servicer or the Depositor to any obligation in addition to those undertaken
            by
            such entities in the Pooling and Servicing Agreement, which opinion of
            counsel
            shall not be an expense of the Trustee, the Certificate Registrar the
            Depositor
            or the Trust Fund.

           


          
            
              
              

            

            
              I-1-1

              
                

              

            

            
              
              

            

          


          3. The
            Transferee hereby acknowledges that under the terms of the Pooling and
            Servicing
            Agreement dated as of December 1, 2006 (the “Agreement”) among Greenwich Capital
            Acceptance, Inc., as Depositor, Greenwich Capital Financial Products,
            Inc., as
            Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
            Clayton Fixed Income Services Inc., as Credit Risk Manager and Deutsche
            Bank
            National Trust Company, as Trustee and Custodian, 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 but not otherwise defined 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 Rd.

          Columbia,
            MD 21045

          
            
              


              
                 

                
                  
                    	 	
                            Re:

                          	
                            
                              HarborView
                                Mortgage Loan Trust Mortgage Loan Pass-Through

                              Certificates,
                                Series 2006-14, 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 December 1, 2006 (the “Agreement”) among Greenwich Capital
            Acceptance, Inc., as Depositor, Greenwich Capital Financial Products,
            Inc., as
            Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
            Clayton Fixed Income Services Inc., as Credit Risk Manager and Deutsche
            Bank
            National Trust Company, as Trustee and Custodian, 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 Rd.

          Columbia,
            MD 21045

          
            
              
                


                
                   

                  
                    
                      	 	
                              Re:

                            	
                              
                                
                                  HarborView
                                    Mortgage Loan Trust Mortgage Loan

                                  Pass-Through
                                    Certificates, Series 2006-14, Class
                                    [C][P][R][ES]

                                

                              

                            


                    

                  

                   

                   

                

              

            

          

          Ladies
            and Gentlemen:

           

          In
            connection with our acquisition the Class [C][P][R][ES] 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 but not otherwise defined 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 Rd.

          Columbia,
            MD 21045

          
            
               

               

              
                
                  	 	
                          Re:

                        	
                          
                            
                              
                                HarborView
                                  Mortgage Loan Trust 2006-14, Mortgage Loan

                                Pass-Through
                                  Certificates, Series 2006-14, Class
                                  [C][P][R][ES] 

                              

                            

                          

                        


                

              

               

               

              Ladies
                and Gentlemen:

            

          

           

          In
            connection with our acquisition of the Class [C][P][R][ES] 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 but not otherwise defined 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.

           

          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.

           


          
            
              
              

            

            
              J-2-4

              
                

              

            

            
              
              

            

          


                                                             

          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 06830

          


          Wells
            Fargo Bank, N.A.

          Sixth
            Street and Marquette Avenue

          Minneapolis,
            Minnesota 55479

          
             

             

            
              
                	 	
                        Re:

                      	
                        
                          
                            
                              
                                HarborView
                                  Mortgage Loan Trust 2006-14

                                
                                  Mortgage
                                    Loan Pass-Through Certificates, Series 2006-14,
                                    Class
                                    R

                                

                              

                            

                          

                        

                      


              

            

             

          

           

          Ladies
            and Gentlemen:

           

          In
            connection with our proposed transfer of an Ownership Interest in the
            Class R
            Certificates, 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 Certificates 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 CERTIFICATES

          PURSUANT
            TO SECTION 6.02(e)

           

          HARBORVIEW
            MORTGAGE LOAN TRUST 2006-14

          MORTGAGE
            LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-14, 

          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 Certificates
                      (the
                      “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                      (the “Agreement”) dated as of December 1, 2006, relating to the
                      above-referenced Certificates, among Greenwich Capital Acceptance,
                      Inc.,
                      as Depositor, Greenwich Capital Financial Products, Inc., as
                      Seller, Wells
                      Fargo Bank, N.A., as Master Servicer and Securities Administrator,
                      Clayton
                      Fixed Income Services Inc., as Credit Risk Manager and Deutsche
                      Bank
                      National Trust Company, as Trustee and Custodian. 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  .

          
 

          


                                                       &
amp;
            amp;am p;am p;#1 60; 

          NOTARY
            PUBLIC

           

          
            	 	 	 	 	 	 	 	
                    My
                      Commission expires the     
                      day of                 ,
                      20  .

                  


          

          


            
              
                
                

              

              
                L-3

                
                  

                

              

              
                
                

              

            



          EXHIBIT
            M

           

          FORM
            OF BACK-UP SARBANES-OXLEY CERTIFICATION

           

          [  ]

          [  ]

          [  ]

          


          [_______],
            the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
            the Master Servicer and the Securities Administrator, 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, the Master Servicer
            and
            the Securities Administrator. Any material instances of noncompliance
            described
            in such reports have been disclosed to the Depositor, the Master Servicer
            and
            the Securities Administrator. Any material instance of noncompliance
            with the
            Servicing Criteria has been disclosed in such reports.


          
            
              
              

            

            
              M-1

              
                

              

            

            
              
              

            

          


          Capitalized
            terms used but not defined herein have the meanings ascribed to them
            in the
            Pooling and Servicing Agreement dated as of December 1, 2006 (the “Pooling and
            Servicing Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor,
            Greenwich Capital Financial Products, Inc., as Seller, Clayton Fixed
            Income
            Services Inc., as Credit Risk Manager, Wells Fargo Bank, N.A., as Master
            Servicer and Securities Administrator and Deutsche Bank National Trust
            Company,
            as Trustee and Custodian. Capitalized terms used but not defined herein
            shall
            have the meanings assigned to such terms in the Pooling and Servicing
            Agreement.

          


          


           

          [_______]

          as
            [_______]

          By:  

          Name:

          Title:

          Date:




          
            
              
              

            

            
              M-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            N

           

          LIST
            OF SERVICERS AND SERVICING AGREEMENTS

           

          1. Master
            Mortgage Loan Purchase and Servicing Agreement dated as of May 1, 2006,
            by and
            among Greenwich Capital Financial Products, Inc. (“GCFP”), American Home
            Mortgage Corp. (“American Home”) and American Home Mortgage Servicing, Inc.
            (“American Home Servicing”), as reconstituted pursuant to a Reconstituted
            Servicing Agreement dated as of December 1, 2006, among GCFP, Greenwich
            Capital
            Acceptance, Inc. “GCA”), American Home and American Home Servicing, and
            acknowledged by Wells Fargo Bank, N.A. (“Wells Fargo”) and Deutsche Bank
            National Trust Company (“Deutsche Bank”).

           

          2. Amended
            and Restated Master Interim Servicing Agreement dated as of January 1,
            2006,
            between GCFP and GMAC Mortgage, LLC (as successor by merger to GMAC Mortgage
            Corporation) (“GMACM”), as reconstituted pursuant to a Reconstituted Servicing
            Agreement dated as of December 1, 2006, by and between GCFP and GMACM
            and
            acknowledged by Wells Fargo and Deutsche Bank.

           

          3. Master
            Mortgage Loan Purchase and Servicing Agreement dated as of December 1,
            2005, as
            amended by Amendment Number One dated as of October 16, 2006, by and
            between
            GCFP and IndyMac Bank, F.S.B. (“IndyMac”), as reconstituted pursuant to a
            Reconstituted Servicing Agreement dated as of December 1, 2006, by and
            among
            GCFP, GCA and IndyMac, and acknowledged by Wells Fargo and Deutsche
            Bank.

           



          
            
              
              

            

            
              N-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            O

           

          TRANSACTION
            PARTIES

           

          
            	
                    Credit
                      Risk Manager

                  	
                    Clayton
                      Fixed Income Services Inc.

                  
	 	 
	
                    Custodian

                  	
                    Deutsche
                      Bank National Trust Company

                  
	 	 
	
                    Master
                      Servicer

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	 
	
                    Originators

                  	
                    American
                      Home Mortgage Corp., BankUnited, FSB, Sierra Pacific Mortgage
                      Co., Inc.,
                      Residential Mortgage Capital, Loan Link Financial Services,
                      ComUnity
                      Lending, Inc., Paul Financial, LLC, Loan Center of California,
                      Inc., Just
                      Mortgage, Inc., NL Inc. dba Residential Pacific Mortgage, First
                      Federal
                      Bank of California, Metrocities Mortgage LLC, Plaza Home Mortgage,
                      Inc.,
                      Kay-Co. Inc. dba Pro30 Funding, SunTrust Mortgage, Inc., IndyMac
                      Bank,
                      F.S.B. 

                  
	 	 
	
                    PMI
                      Insurer

                  	
                    N/A

                  
	 	 
	
                    Securities
                      Administrator

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	 
	
                    Seller

                  	
                    Greenwich
                      Capital Financial Products, Inc.

                  
	 	 
	
                    Servicers

                  	
                    GMAC
                      Mortgage Corporation, IndyMac Bank, F.S.B., American Home Mortgage
                      Servicing, Inc.

                  
	 	 
	
                    Subservicer

                  	
                    N/A

                  
	 	 
	
                    Trustee

                  	
                    Deutsche
                      Bank National Trust Company

                  
	 	 
	
                    Yield
                      Maintenance Provider

                  	
                    The
                      Bank of New York

                  


          

          




          
            
              
              

            

            
              O-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            P


           

          FORM
            OF SUBSEQUENT TRANSFER AGREEMENT


           


          
            
              
              

            

            
              P-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Q

           

          SERVICING
            CRITERIA

           

          


          The
            assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
            Fargo”), in its capacities as Master Servicer and Securities Administrator,
            shall address, at a minimum, the criteria identified as below as “Applicable
            Servicing Criteria:”

          
            	 	 
	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Wells Fargo

                  
	
                    Reference

                  	
                    Criteria

                  	 
	 	
                    General
                      Servicing Considerations

                  	 
	 	 	 
	
                    1122(d)(1)(i)

                  	
                    Policies
                      and procedures are instituted to monitor any performance or
                      other triggers
                      and events of default in accordance with the transaction
                      agreements.

                  	
                    X

                  
	
                    1122(d)(1)(ii)

                  	
                    If
                      any material servicing activities are outsourced to third parties,
                      policies and procedures are instituted to monitor the third
                      party’s
                      performance and compliance with such servicing activities.

                  	
                    X

                  
	
                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the mortgage loans are maintained.

                  	 
	
                    1122(d)(1)(iv)

                  	
                    A
                      fidelity bond and errors and omissions policy is in effect
                      on the party
                      participating in the servicing function throughout the reporting
                      period in
                      the amount of coverage required by and otherwise in accordance
                      with the
                      terms of the transaction agreements.

                  	 
	 	
                    Cash
                      Collection and Administration

                  	 
	
                    1122(d)(2)(i)

                  	
                    Payments
                      on mortgage loans are deposited into the appropriate custodial
                      bank
                      accounts and related bank clearing accounts no more than two
                      business days
                      following receipt, or such other number of days specified in
                      the
                      transaction agreements.

                  	
                    X

                  
	
                    1122(d)(2)(ii)

                  	
                    Disbursements
                      made via wire transfer on behalf of an obligor or to an investor
                      are made
                      only by authorized personnel.

                  	
                    X

                  
	
                    1122(d)(2)(iii)

                  	
                    Advances
                      of funds or guarantees regarding collections, cash flows or
                      distributions,
                      and any interest or other fees charged for such advances, are
                      made,
                      reviewed and approved as specified in the transaction
                      agreements.

                  	
                    X

                  
	
                    1122(d)(2)(iv)

                  	
                    The
                      related accounts for the transaction, such as cash reserve
                      accounts or
                      accounts established as a form of overcollateralization, are
                      separately
                      maintained (e.g., with respect to commingling of cash) as set
                      forth in the
                      transaction agreements.

                  	
                    X

                  
	
                    1122(d)(2)(v)

                  	
                    Each
                      custodial account is maintained at a federally insured depository
                      institution as set forth in the transaction agreements. For
                      purposes of
                      this criterion, “federally insured depository institution” with respect to
                      a foreign financial institution means a foreign financial institution
                      that
                      meets the requirements of Rule 13k-1(b)(1) of the Securities
                      Exchange
                      Act.

                  	
                    X

                  


          


          
            
              
              

            

            
              Q-1

              
                

              

            

            
              
              

            

          


          


          
            	 	 
	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Wells Fargo

                  
	
                    Reference

                  	
                    Criteria

                  	 
	
                    1122(d)(2)(vi)

                  	
                    Unissued
                      checks are safeguarded so as to prevent unauthorized
                      access.

                  	
                    X

                  
	
                    1122(d)(2)(vii)

                  	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliation; and (D) contain explanations for reconciling
                      items. These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements.

                  	
                    X

                  
	 	
                    Investor
                      Remittances and Reporting

                  	 
	
                    1122(d)(3)(i)

                  	
                    Reports
                      to investors, including those to be filed with the Commission,
                      are
                      maintained in accordance with the transaction agreements and
                      applicable
                      Commission requirements. Specifically, such reports (A) are
                      prepared in
                      accordance with timeframes and other terms set forth in the
                      transaction
                      agreements; (B) provide information calculated in accordance
                      with the
                      terms specified in the transaction agreements; (C) are filed
                      with the
                      Commission as required by its rules and regulations; and (D)
                      agree with
                      investors’ or the trustee’s records as to the total unpaid principal
                      balance and number of mortgage loans serviced by the
                      Servicer.

                  	
                    X

                  
	
                    1122(d)(3)(ii)

                  	
                    Amounts
                      due to investors are allocated and remitted in accordance with
                      timeframes,
                      distribution priority and other terms set forth in the transaction
                      agreements.

                  	
                    X

                  
	
                    1122(d)(3)(iii)

                  	
                    Disbursements
                      made to an investor are posted within two business days to
                      the Servicer’s
                      investor records, or such other number of days specified in
                      the
                      transaction agreements.

                  	
                    X

                  
	
                    1122(d)(3)(iv)

                  	
                    Amounts
                      remitted to investors per the investor reports agree with cancelled
                      checks, or other form of payment, or custodial bank
                      statements.

                  	
                    X

                  
	 	
                    Pool
                      Asset Administration

                  	 
	
                    1122(d)(4)(i)

                  	
                    Collateral
                      or security on mortgage loans is maintained as required by
                      the transaction
                      agreements or related mortgage loan documents.

                  	
                     

                  
	
                    1122(d)(4)(ii)

                  	
                    Mortgage
                      loan and related documents are safeguarded as required by the
                      transaction
                      agreements.

                  	
                     

                  
	
                    1122(d)(4)(iii)

                  	
                    Any
                      additions, removals or substitutions to the asset pool are
                      made, reviewed
                      and approved in accordance with any conditions or requirements
                      in the
                      transaction agreements.

                  	 
	
                    1122(d)(4)(iv)

                  	
                    Payments
                      on mortgage loans, including any payoffs, made in accordance
                      with the
                      related mortgage loan documents are posted to the Servicer’s obligor
                      records maintained no more than two business days after receipt,
                      or such
                      other number of days specified in the transaction agreements,
                      and
                      allocated to principal, interest or other items (e.g., escrow)
                      in
                      accordance with the related mortgage loan documents.

                  	 


          


          
            
              
              

            

            
              Q-2

              
                

              

            

            
              
              

            

          


          


          
            	 	 
	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Wells Fargo

                  
	
                    Reference

                  	
                    Criteria

                  	 
	
                    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.

                  	 
	
                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an obligor (such as tax or insurance payments)
                      are made
                      on or before the related penalty or expiration dates, as indicated
                      on the
                      appropriate bills or notices for such payments, provided that
                      such support
                      has been received by the servicer at least 30 calendar days
                      prior to these
                      dates, or such other number of days specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(xii)

                  	
                    Any
                      late payment penalties in connection with any payment to be
                      made on behalf
                      of an obligor are paid from the servicer’s funds and not charged to the
                      obligor, unless the late payment was due to the obligor’s error or
                      omission.

                  	 
	
                    1122(d)(4)(xiii)

                  	
                    Disbursements
                      made on behalf of an obligor are posted within two business
                      days to the
                      obligor’s records maintained by the servicer, or such other number
                      of days
                      specified in the transaction agreements.

                  	 
	
                    1122(d)(4)(xiv)

                  	
                    Delinquencies,
                      charge-offs and uncollectible accounts are recognized and recorded
                      in
                      accordance with the transaction agreements.

                  	 
	
                    1122(d)(4)(xv)

                  	
                    Any
                      external enhancement or other support, identified in Item 1114(a)(1)
                      through (3) or Item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements.

                  	
                    X

                  
	 	 	 


          

          


           


          
            
              
              

            

            
              Q-3

              
                

              

            

            
              
              

            

          


          The
            assessment of compliance to be delivered by Deutsche Bank National Trust
            Company
            (“Deutsche Bank”), in its capacity as Custodian, shall address, at a minimum,
            the criteria identified as below as “Applicable Servicing
            Criteria”:

          
            	 	 
	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Deutsche Bank

                  
	
                    Reference

                  	
                    Criteria

                  	 
	 	
                    General
                      Servicing Considerations

                  	 
	 	 	 
	
                    1122(d)(1)(i)

                  	
                    Policies
                      and procedures are instituted to monitor any performance or
                      other triggers
                      and events of default in accordance with the transaction
                      agreements.

                  	 
	
                    1122(d)(1)(ii)

                  	
                    If
                      any material servicing activities are outsourced to third parties,
                      policies and procedures are instituted to monitor the third
                      party’s
                      performance and compliance with such servicing activities.

                  	 
	
                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the mortgage loans are maintained.

                  	 
	
                    1122(d)(1)(iv)

                  	
                    A
                      fidelity bond and errors and omissions policy is in effect
                      on the party
                      participating in the servicing function throughout the reporting
                      period in
                      the amount of coverage required by and otherwise in accordance
                      with the
                      terms of the transaction agreements.

                  	 
	 	
                    Cash
                      Collection and Administration

                  	 
	
                    1122(d)(2)(i)

                  	
                    Payments
                      on mortgage loans are deposited into the appropriate custodial
                      bank
                      accounts and related bank clearing accounts no more than two
                      business days
                      following receipt, or such other number of days specified in
                      the
                      transaction agreements.

                  	 
	
                    1122(d)(2)(ii)

                  	
                    Disbursements
                      made via wire transfer on behalf of an obligor or to an investor
                      are made
                      only by authorized personnel.

                  	 
	
                    1122(d)(2)(iii)

                  	
                    Advances
                      of funds or guarantees regarding collections, cash flows or
                      distributions,
                      and any interest or other fees charged for such advances, are
                      made,
                      reviewed and approved as specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(2)(iv)

                  	
                    The
                      related accounts for the transaction, such as cash reserve
                      accounts or
                      accounts established as a form of overcollateralization, are
                      separately
                      maintained (e.g., with respect to commingling of cash) as set
                      forth in the
                      transaction agreements.

                  	 
	
                    1122(d)(2)(v)

                  	
                    Each
                      custodial account is maintained at a federally insured depository
                      institution as set forth in the transaction agreements. For
                      purposes of
                      this criterion, “federally insured depository institution” with respect to
                      a foreign financial institution means a foreign financial institution
                      that
                      meets the requirements of Rule 13k-1(b)(1) of the Securities
                      Exchange
                      Act.

                  	 
	
                    1122(d)(2)(vi)

                  	
                    Unissued
                      checks are safeguarded so as to prevent unauthorized
                      access.

                  	 
	
                    1122(d)(2)(vii)

                  	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliation; and (D) contain explanations for reconciling
                      items. These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements.

                  	 


          

           

           

          
            
              
              

            

            
              Q-4

              
                

              

            

            
              
              

            

          

           

          
            	 	 
	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Deutsche Bank

                  
	
                    Reference

                  	
                    Criteria

                  	 
	 	
                    Investor
                      Remittances and Reporting

                  	 
	
                    1122(d)(3)(i)

                  	
                    Reports
                      to investors, including those to be filed with the Commission,
                      are
                      maintained in accordance with the transaction agreements and
                      applicable
                      Commission requirements. Specifically, such reports (A) are
                      prepared in
                      accordance with timeframes and other terms set forth in the
                      transaction
                      agreements; (B) provide information calculated in accordance
                      with the
                      terms specified in the transaction agreements; (C) are filed
                      with the
                      Commission as required by its rules and regulations; and (D)
                      agree with
                      investors’ or the trustee’s records as to the total unpaid principal
                      balance and number of mortgage loans serviced by the
                      Servicer.

                  	 
	
                    1122(d)(3)(ii)

                  	
                    Amounts
                      due to investors are allocated and remitted in accordance with
                      timeframes,
                      distribution priority and other terms set forth in the transaction
                      agreements.

                  	 
	
                    1122(d)(3)(iii)

                  	
                    Disbursements
                      made to an investor are posted within two business days to
                      the Servicer’s
                      investor records, or such other number of days specified in
                      the
                      transaction agreements.

                  	 
	
                    1122(d)(3)(iv)

                  	
                    Amounts
                      remitted to investors per the investor reports agree with cancelled
                      checks, or other form of payment, or custodial bank
                      statements.

                  	 
	 	
                    Pool
                      Asset Administration

                  	 
	
                    1122(d)(4)(i)

                  	
                    Collateral
                      or security on mortgage loans is maintained as required by
                      the transaction
                      agreements or related mortgage loan documents.

                  	
                    X

                  
	
                    1122(d)(4)(ii)

                  	
                    Mortgage
                      loan and related documents are safeguarded as required by the
                      transaction
                      agreements.

                  	
                    X

                  
	
                    1122(d)(4)(iii)

                  	
                    Any
                      additions, removals or substitutions to the asset pool are
                      made, reviewed
                      and approved in accordance with any conditions or requirements
                      in the
                      transaction agreements.

                  	
                    X

                  
	
                    1122(d)(4)(iv)

                  	
                    Payments
                      on mortgage loans, including any payoffs, made in accordance
                      with the
                      related mortgage loan documents are posted to the Servicer’s obligor
                      records maintained no more than two business days after receipt,
                      or such
                      other number of days specified in the transaction agreements,
                      and
                      allocated to principal, interest or other items (e.g., escrow)
                      in
                      accordance with the related mortgage loan documents.

                  	 
	
                    1122(d)(4)(v)

                  	
                    The
                      Servicer’s records regarding the mortgage loans agree with the Servicer’s
                      records with respect to an obligor’s unpaid principal
                      balance.

                  	 
	
                    1122(d)(4)(vi)

                  	
                    Changes
                      with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                      loan modifications or re-agings) are made, reviewed and approved
                      by
                      authorized personnel in accordance with the transaction agreements
                      and
                      related pool asset documents.

                  	 


          

           

           

          
            
              
              

            

            
              Q-5

              
                

              

            

            
              
              

            

          

           

          
            	 	 
	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Deutsche Bank

                  
	
                    Reference

                  	
                    Criteria

                  	 
	
                    1122(d)(4)(vii)

                  	
                    Loss
                      mitigation or recovery actions (e.g., forbearance plans, modifications
                      and
                      deeds in lieu of foreclosure, foreclosures and repossessions,
                      as
                      applicable) are initiated, conducted and concluded in accordance
                      with the
                      timeframes or other requirements established by the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(viii)

                  	
                    Records
                      documenting collection efforts are maintained during the period
                      a mortgage
                      loan is delinquent in accordance with the transaction agreements.
                      Such
                      records are maintained on at least a monthly basis, or such
                      other period
                      specified in the transaction agreements, and describe the entity’s
                      activities in monitoring delinquent mortgage loans including,
                      for example,
                      phone calls, letters and payment rescheduling plans in cases
                      where
                      delinquency is deemed temporary (e.g., illness or
                      unemployment).

                  	 
	
                    1122(d)(4)(ix)

                  	
                    Adjustments
                      to interest rates or rates of return for mortgage loans with
                      variable
                      rates are computed based on the related mortgage loan
                      documents.

                  	 
	
                    1122(d)(4)(x)

                  	
                    Regarding
                      any funds held in trust for an obligor (such as escrow accounts):
                      (A) such
                      funds are analyzed, in accordance with the obligor’s mortgage loan
                      documents, on at least an annual basis, or such other period
                      specified in
                      the transaction agreements; (B) interest on such funds is paid,
                      or
                      credited, to obligors in accordance with applicable mortgage
                      loan
                      documents and state laws; and (C) such funds are returned to
                      the obligor
                      within 30 calendar days of full repayment of the related mortgage
                      loans,
                      or such other number of days specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an obligor (such as tax or insurance payments)
                      are made
                      on or before the related penalty or expiration dates, as indicated
                      on the
                      appropriate bills or notices for such payments, provided that
                      such support
                      has been received by the servicer at least 30 calendar days
                      prior to these
                      dates, or such other number of days specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(xii)

                  	
                    Any
                      late payment penalties in connection with any payment to be
                      made on behalf
                      of an obligor are paid from the servicer’s funds and not charged to the
                      obligor, unless the late payment was due to the obligor’s error or
                      omission.

                  	 
	
                    1122(d)(4)(xiii)

                  	
                    Disbursements
                      made on behalf of an obligor are posted within two business
                      days to the
                      obligor’s records maintained by the servicer, or such other number
                      of days
                      specified in the transaction agreements.

                  	 
	
                    1122(d)(4)(xiv)

                  	
                    Delinquencies,
                      charge-offs and uncollectible accounts are recognized and recorded
                      in
                      accordance with the transaction agreements.

                  	 
	
                    1122(d)(4)(xv)

                  	
                    Any
                      external enhancement or other support, identified in Item 1114(a)(1)
                      through (3) or Item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements.

                  	 


          

          



          
            
              
              

            

            
              Q-6

              
                

              

            

            
              
              

            

          


          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 Securities
            Administrator 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 [Monthly Statement]

                  	
                    Servicer

                    Master
                      Servicer

                    Securities
                      Administrator

                  
	
                    Any
                      information required by 1121 which is NOT included on the [Monthly
                      Statement]

                  	
                    Depositor

                  
	
                    Item
                      2: Legal Proceedings

                     

                    Any
                      legal proceeding pending against the following entities or
                      their
                      respective property, that is material to Certificateholders,
                      including any
                      proceeding sknown to be contemplated by governmental
                      authorities:

                  	 
	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Trustee,
                      Master Servicer, Securities Administrator and Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Seller
                      (if a party to the Pooling and Servicing Agreement) or
                      Depositor

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Custodian

                  	
                    Custodian

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

                  


          

           

           

          
            
              
              

            

            
              R-1

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  
	
                    ▪
                      Any 1108(a)(2) Servicer (other than the Master Servicer or
                      Securities
                      Administrator)

                  	
                    Servicer

                  
	
                    ▪
                      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Item
                      3: Sale of Securities and Use of Proceeds

                    Information
                      from Item 2(a) of Part II of Form 10-Q:

                     

                    With
                      respect to any sale of securities by the sponsor, depositor
                      or issuing
                      entity, that are backed by the same asset pool or are otherwise
                      issued by
                      the issuing entity, whether or not registered, provide the
                      sales and use
                      of proceeds information in Item 701 of Regulation S-K. Pricing
                      information
                      can be omitted if securities were not registered.

                  	
                    Depositor

                  
	
                    Item
                      4: Defaults Upon Senior Securities

                     

                    Information
                      from Item 3 of Part II of Form 10-Q:

                     

                    Report
                      the occurrence of any Event of Default (after expiration of
                      any grace
                      period and provision of any required notice)

                  	
                    Securities
                      Administrator

                    Trustee

                  
	
                    Item
                      5: Submission of Matters to a Vote of Security
                      Holders

                     

                    Information
                      from Item 4 of Part II of Form 10-Q

                  	
                    Securities
                      Administrator

                    Trustee

                  
	
                    Item
                      6: Significant Obligors of Pool Assets

                     

                    Item
                      1112(b) - Significant
                      Obligor Financial Information*

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    Item
                      7: Significant Enhancement Provider Information

                     

                    Item
                      1114(b)(2) - Credit Enhancement Provider Financial
                      Information*

                  	 
	
                    ▪
                      Determining applicable disclosure threshold

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  


          

           

           

          
            
              
              

            

            
              R-2

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	
                    Party
                      Responsible 

                  
	
                    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.

                  	 
	
                    Item
                      8: Other Information

                     

                    Disclose
                      any information required to be reported on Form 8-K during
                      the period
                      covered by the Form 10-D but not reported

                  	
                    Any
                      party responsible for the applicable Form 8-K Disclosure
                      item

                  
	
                    Item
                      9: Exhibits

                  	 
	
                    Monthly
                      Statement to Certificateholders

                  	
                    Securities
                      Administrator

                  
	
                    Exhibits
                      required by Item 601 of Regulation S-K, such as material
                      agreements

                  	
                    Depositor

                  


          

          


          
            	 
	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      1B: Unresolved Staff Comments

                     

                  	
                    Depositor

                  
	
                    Item
                      9B: Other Information

                    Disclose
                      any information required to be reported on Form 8-K during
                      the fourth
                      quarter covered by the Form 10-K but not reported

                  	
                    Any
                      party responsible for disclosure items on Form 8-K

                  
	
                    Item
                      15: Exhibits, Financial Statement Schedules

                  	
                    Securities
                      Administrator

                    Depositor

                  
	
                    Reg
                      AB Item 1112(b): Significant Obligors of Pool
                      Assets

                  	 
	
                    Significant
                      Obligor Financial Information*

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    Reg
                      AB Item 1114(b)(2): Credit Enhancement Provider Financial
                      Information

                  	 
	
                    ▪
                      Determining applicable disclosure threshold

                  	
                    Depositor

                  


          


          
            
              
              

            

            
              R-3

              
                

              

            

            
              
              

            

          


          


          
            	 
	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    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.

                  	 
	
                    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
                      proceeding sknown to be contemplated by governmental
                      authorities:

                  	 
	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Trustee,
                      Master Servicer, Securities Administrator and Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Seller
                      (if a party to the Pooling and Servicing Agreement) or
                      Depositor

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Custodian

                  	
                    Custodian

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1108(a)(2) Servicer (other than the Master Servicer or
                      Securities
                      Administrator)

                  	
                    Servicer

                  
	
                    ▪
                      Any other party contemplated by 1100(d)(1)

                  	
                    Depositor

                  
	
                    Reg
                      AB Item 1119: Affiliations and Relationships

                  	 
	
                    Whether
                      (a) the Sponsor (Seller), Depositor or Issuing Entity is an
                      affiliate of
                      the following parties, and (b) to the extent known and material,
                      any of
                      the following parties are affiliated with one another:

                  	
                    Depositor
                      as to (a) 

                    Sponsor/Seller
                      as to (a)

                  


          

           

           

          
            
              
              

            

            
              R-4

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor/Sponsor

                  
	
                    Whether
                      there are any “outside the ordinary course business arrangements” other
                      than would be obtained in an arm’s length transaction between (a) the
                      Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                      and (b) any
                      of the following parties (or their affiliates) on the other
                      hand, that
                      exist currently or within the past two years and that are material
                      to a
                      Certificateholder’s understanding of the Certificates:

                  	
                    Depositor
                      as to (a) 

                    Sponsor/Seller
                      as to (a)

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor/Sponsor

                  
	
                    Whether
                      there are any specific relationships involving the transaction
                      or the pool
                      assets between (a) the Sponsor (Seller), Depositor or Issuing
                      Entity on
                      the one hand, and (b) any of the following parties (or their
                      affiliates)
                      on the other hand, that exist currently or within the past
                      two years and
                      that are material:

                  	
                    Depositor
                      as to (a) 

                    Sponsor/Seller
                      as to (a)

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer

                  
	
                    ▪
                      Any 1110 Originator

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1112(b) Significant Obligor

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1114 Credit Enhancement Provider

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any 1115 Derivate Counterparty Provider

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any other 1101(d)(1) material party

                  	
                    Depositor/Sponsor

                  


          

          



          
            
              
              

            

            
              R-5

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      1.01- Entry into a Material Definitive Agreement

                     

                    Disclosure
                      is required regarding entry into or amendment of any definitive
                      agreement
                      that is material to the securitization, even if depositor is
                      not a party.
                      

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                    Note:
                      disclosure not required as to definitive agreements that are
                      fully
                      disclosed in the prospectus

                  	
                    All
                      parties

                  
	
                    Item
                      1.02- Termination of a Material Definitive Agreement

                     

                    Disclosure
                      is required regarding termination of any definitive agreement
                      that is
                      material to the securitization (other than expiration in accordance
                      with
                      its terms), even if depositor is not a party. 

                     

                    Examples:
                      servicing agreement, custodial agreement.

                  	
                    All
                      parties

                  
	
                    Item
                      1.03- Bankruptcy or Receivership

                     

                    Disclosure
                      is required regarding the bankruptcy or receivership, with
                      respect to any
                      of the following: 

                  	
                    Depositor

                  
	
                    ▪
                      Sponsor (Seller)

                  	
                    Depositor/Sponsor
                      (Seller)

                  
	
                    ▪
                      Depositor

                  	
                    Depositor

                  
	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer

                  
	
                    ▪
                      Affiliated Servicer

                  	
                    Servicer

                  
	
                    ▪
                      Other Servicer servicing 20% or more of the pool assets at
                      the time of the
                      report

                  	
                    Servicer

                  
	
                    ▪
                      Other material servicers

                  	
                    Servicer

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Significant Obligor

                  	
                    Depositor

                  


          

           

           

          
            
              
              

            

            
              R-6

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    ▪
                      Credit Enhancer (10% or more)

                  	
                    Depositor

                  
	
                    ▪
                      Derivative Counterparty

                  	
                    Depositor

                  
	
                    ▪
                      Custodian

                  	
                    Custodian

                  
	
                    Item
                      2.04- Triggering Events that Accelerate or Increase a Direct
                      Financial
                      Obligation or an Obligation under an Off-Balance Sheet
                      Arrangement

                     

                    Includes
                      an early amortization, performance trigger or other event,
                      including event
                      of default, that would materially alter the payment priority/distribution
                      of cash flows/amortization schedule.

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the monthly statements to the certificateholders.

                  	
                    Depositor

                    Master
                      Servicer

                    Securities
                      Administrator

                  
	
                    Item
                      3.03- Material Modification to Rights of Security
                      Holders

                     

                    Disclosure
                      is required of any material modification to documents defining
                      the rights
                      of Certificateholders, including the Pooling and Servicing
                      Agreement.

                  	
                    Securities
                      Administrator

                    Trustee

                    Depositor

                  
	
                    Item
                      5.03- Amendments of Articles of Incorporation or Bylaws; Change
                      of Fiscal
                      Year

                    Disclosure
                      is required of any amendment “to the governing documents of the issuing
                      entity”.

                  	
                    Depositor

                  
	
                    Item
                      6.01- ABS Informational and Computational
                      Material

                  	
                    Depositor

                  
	
                    Item
                      6.02- Change of Servicer or Securities Administrator

                     

                    Requires
                      disclosure of any removal, replacement, substitution or addition
                      of any
                      master servicer, affiliated servicer, other servicer servicing
                      10% or more
                      of pool assets at time of report, other material servicers
                      or
                      trustee.

                  	
                    Master
                      Servicer/Securities Administrator/Depositor/

                    Servicer/Trustee

                  
	
                    Reg
                      AB disclosure about any new servicer or master servicer is
                      also
                      required.

                  	
                    Servicer/Master
                      Servicer/Depositor

                  
	
                    Reg
                      AB disclosure about any new Trustee is also required.

                  	
                    Trustee

                  


          

           

           

          
            
              
              

            

            
              R-7

              
                

              

            

            
              
              

            

          

           

          
            	 
	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  
	
                    Item
                      6.03- Change in Credit Enhancement or External
                      Support

                    Covers
                      termination of any enhancement in manner other than by its
                      terms, the
                      addition of an enhancement, or a material change in the enhancement
                      provided. Applies to external credit enhancements as well as
                      derivatives.
                      

                  	
                    Depositor/Securities
                      Administrator/Trustee

                  
	
                    Reg
                      AB disclosure about any new enhancement provider is also
                      required.

                  	
                    Depositor

                  
	
                    Item
                      6.04- Failure to Make a Required Distribution

                  	
                    Securities
                      Administrator

                    Trustee

                  
	
                    Item
                      6.05- Securities Act Updating Disclosure

                     

                    If
                      any material pool characteristic differs by 5% or more at the
                      time of
                      issuance of the securities from the description in the final
                      prospectus,
                      provide updated Reg AB disclosure about the actual asset
                      pool.

                  	
                    Depositor

                  
	
                    If
                      there are any new servicers or originators required to be disclosed
                      under
                      Regulation AB as a result of the foregoing, provide the information
                      called
                      for in Items 1108 and 1110 respectively.

                  	
                    Depositor

                  
	
                    Item
                      7.01- Reg FD Disclosure

                  	
                    All
                      parties

                  
	
                    Item
                      8.01- Other Events

                     

                    Any
                      event, with respect to which information is not otherwise called
                      for in
                      Form 8-K, that the registrant deems of importance to
                      certificateholders.

                  	
                    Depositor

                  
	
                    Item
                      9.01- Financial Statements and Exhibits

                  	
                    Responsible
                      party for reporting/disclosing the financial statement or
                      exhibit

                  


          

          



          
            
              
              

            

            
              R-8

              
                

              

            

            
              
              

            

          


          EXHIBIT
            S

           

          FORM
            OF SECURITIES ADMINISTRATOR CERTIFICATE

          


          
            	 	
                    Re:
                      

                  	
                    HarborView
                      Mortgage Loan Trust (the “Trust”)

                  


          

          Mortgage
            Loan Pass-Through Certificates, Series 2006-14

          


          I,
            [identify the certifying individual], a [title] of Wells Fargo Bank,
            N.A., as
            Securities Administrator 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 Securities Administrator,
            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
Securities
            Administrator
            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 October 1, 2006 (the “Pooling and
            Servicing Agreement”) among the Depositor, Greenwich Capital Financial Products,
            Inc., as the seller, Clayton Fixed Income Services Inc., as credit risk
            manager,
            Wells Fargo Bank, N.A., as master servicer and as securities administrator
            and
            Deutsche Bank national Trust Company, as trustee and as custodian .

           

          Wells
            Fargo Bank, N.A.,

          as
            Trustee 

          


          By:___________________________

          [Name]
            

          [Title]

          [Date]


          
            
              
              

            

            
              S-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            T

           

          ADDITIONAL
            DISCLOSURE NOTIFICATION

           

          Wells
            Fargo Bank, N.A. as Securities Administrator 

          Old
            Annapolis Road

          Columbia,
            Maryland 21045

          Fax:
            (410) 715-2380

          E-mail:
            cts.sec.notifications@wellsfargo.com

           

          Attn:
            Corporate Trust Services - HARBORVIEW MORTGAGE LOAN TRUST 2006-14-SEC
            REPORT
            PROCESSING

          RE:
            **Additional Form [    ] Disclosure**Required


           

          Ladies
            and Gentlemen:

           

          In
            accordance with Section 3.19(a)(ii) of the Pooling and Servicing Agreement
            dated
            as of December 1, 2006, among Greenwich Capital Acceptance, Inc., as
            Depositor,
            Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank,
            N.A.,
            as Master Servicer and Securities Administrator, Clayton Fixed Income
            Services
            Inc., as Credit Risk Manager and Deutsche Bank National Trust Company,
            as
            Trustee and Custodian, the undersigned, as [    ], hereby
            notifies you that certain events have come to our attention that [will][may]
            need to be disclosed on Form [    ].

           

          Description
            of Additional Form [    ] Disclosure:

          
 

           

          List
            of
            Any Attachments hereto to be included in the Additional Form [   
] Disclosure:

           

           

          Any
            inquiries related to this notification should be directed to [   
], phone number: [    ]; email address: [   
].

          

            [NAME
              OF
              PARTY]

            as
              [role]

             

            


             

            By:
              __________________

            Name:

            Title:

          



          
            
              
              

            

            
              T-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            U-1

           

          FORM
            OF WATCHLIST REPORT

           


          
            
              
              

            

            
              U-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            U-2

           

          FORM
            OF LOSS SEVERITY REPORT


          
            
              
              

            

            
              U-2

              
                

              

            

            
              
              

            

          


          EXHIBIT
            U-3

          


          FORM
            OF PREPAYMENT PREMIUMS REPORT


          
            
              
              

            

            
              U-3

              
                

              

            

            
              
              

            

          


          EXHIBIT
            U-4

          


          FORM
            OF ANALYTICS REPORT

           



          
            
              
              

            

            
              U-4

              
                

              

            

            
              
              

            

          


          EXHIBIT
            V

           

          [Reserved]

           


          
            
              
              

            

            
              V-1

              
                

              

            

            
              
              

            

          

          

            EXHIBIT
              W

             

            LIST
              OF ORIGINATORS AND PURCHASE AGREEMENTS

             

            1. Master
              Mortgage Loan Purchase and Servicing Agreement dated as of May 1, 2006,
              among
              Greenwich Capital Financial Products, Inc., American Home Mortgage
              Corp. and
              American Home Mortgage Servicing, Inc.

             

            2. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              December 1,
              2005, as amended by that certain Amendment Number One dated February
              1, 2006,
              and further amended by that certain Amendment Number Two dated June
              1, 2006,
              between Greenwich Capital Financial Products, Inc. and BankUnited,
              FSB.

             

            3. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              March 1,
              2006, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              and further amended by that certain Amendment Number Two dated as of
              October 9,
              2006, between Greenwich Capital Financial Products, Inc. and ComUnity
              Lending,
              Inc.

             

            4. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              March 1,
              2006, as amended by that certain Amendment Number One dated as of October
              2,
              2006, between Greenwich Capital Financial Products, Inc. and First
              Federal Bank
              of California.

             

            5. Master
              Mortgage Loan Purchase and Servicing Agreement dated as of December
              1, 2005, as
              amended by that certain Amendment Number One dated October 16, 2006,
              between
              Greenwich Capital Financial Products, Inc. and IndyMac Bank, F.S.B.

             

            6. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              March 1,
              2006, as amended by that certain Amendment Number One dated as of June
              1, 2006,
              and further amended by that certain Amendment Number Two dated as of
              October 9,
              2006, between Greenwich Capital Financial Products, Inc. and Just Mortgage,
              Inc.

             

            7. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              November 1,
              2005, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              and further amended by that certain Amendment Number Two dated as of
              October 9,
              2006, between Greenwich Capital Financial Products, Inc. and Loan Center
              of
              California, Inc.

             

            8. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              December 1,
              2005, as amended by that certain Amendment Number One dated as of October
              2,
              2006, between Greenwich Capital Financial Products, Inc. and Loan Link
              Financial
              Services.

             

            9. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              October 1,
              2006, between Greenwich Capital Financial Products, Inc. and Kay-Co
              Inc. dba
              Pro30 Funding.

             


            
              
                
                

              

              
                W-1

                
                  

                

              

              
                
                

              

            


            10. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              November 1,
              2005, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              between Greenwich Capital Financial Products, Inc. and Metrocities
              Mortgage
              LLC.

             

            11. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              November 1,
              2005, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              and further amended by that certain Amendment Number Two dated as of
              October 9,
              2006, between Greenwich Capital Financial Products, Inc. and Paul Financial,
              LLC.

             

            12. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              November 1,
              2005, as amended by that certain Amendment Number 1 dated as of May
              1, 2006, and
              further amended by that certain Amendment Number Two dated as of November
              10,
              2006, between Greenwich Capital Financial Products, Inc. and Plaza
              Home
              Mortgage, Inc.

             

            13. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              November 1,
              2005, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              and further amended by that certain Amendment Number Two dated as of
              October 9,
              2006, between Greenwich Capital Financial Products, Inc. and Residential
              Mortgage Capital.

             

            14. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              March 1,
              2006, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              and further amended by that certain Amendment Number Two dated as of
              October 9,
              2006, and further amended by that certain Amendment Number Three dated
              as of
              November 14, 2006, between Greenwich Capital Financial Products, Inc.
              and NL
              Inc. dba Residential Pacific Mortgage.

             

            15. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              November 1,
              2005, as amended by that certain Amendment Number One dated as of May
              1, 2006,
              between Greenwich Capital Financial Products, Inc. and Sierra Pacific
              Mortgage
              Co., Inc.

             

            16. Master
              Mortgage Loan Purchase and Interim Servicing Agreement dated as of
              October 1,
              2006, between Greenwich Capital Financial Products, Inc. and SunTrust
              Mortgage,
              Inc.

             

            


            
              
                
                

              

              
                W-2

                
                  

                

              

              
                
                

              

            

             
EXHIBIT
            X

           

          [Reserved]

           


          
            
              
              

            

            
              X-1

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Y

           

          YIELD
            MAINTENANCE ALLOCATION AGREEMENT

           

          This
            Yield Maintenance Allocation Agreement dated as of December 22, 2006
            (this
“Agreement”), among Wells Fargo Bank, N.A. (“Wells Fargo Bank”), not in its
            individual capacity, but solely in its capacity as administrator for
            the yield
            maintenance trust (in such capacity, the “Administrator”) and as securities
            administrator under the Pooling and Servicing Agreement, as hereinafter
            defined
            (in such capacity, the “Securities Administrator”) and Greenwich Capital
            Financial Products, Inc. (“GCFP”), or its designee.

           

          WHEREAS,
            the Administrator, on behalf of a separate trust established hereunder
            will
            enter into the Yield Maintenance Agreement dated as of December 22,
            2006
            (the “Yield Maintenance Agreement”), a copy of which is attached hereto as
            Exhibit A, between the Administrator and The Bank of New York (the “Yield
            Maintenance Provider”), the counterparty to the Yield Maintenance Agreement;
            and

           

          WHEREAS,
            it is desirable to appoint the Administrator, and the Administrator desires
            to
            accept such appointment, to receive and distribute funds payable by the
            Yield
            Maintenance Provider to the Administrator under the Yield Maintenance
            Agreement
            as provided herein; 

           

          NOW,
            THEREFORE, in consideration of the mutual covenants contained herein,
            and for
            other good and valuable consideration, the receipt and adequacy of which
            are
            hereby acknowledged, the parties agree as follows: 

           

          1. Definitions.
            Capitalized terms used but not otherwise defined herein shall have the
            respective meanings assigned thereto in the Pooling and Servicing Agreement
            dated as of December 1, 2006 (the “Pooling and Servicing Agreement”), among
            Greenwich Capital Acceptance, Inc., as depositor, GCFP, Clayton Fixed
            Income
            Services, Inc., as credit risk manager, Wells Fargo Bank, as master servicer,
            the Securities Administrator and Deutsche Bank National Trust Company,
            as
            trustee (“the Trustee”), relating to the HarborView Mortgage Loan Trust (the
“Trust”) Mortgage Loan Pass-Through Certificates, Series 2006-14 (the
“Certificates”), or in the related Indenture (as hereinafter defined) as the
            case may be, as in effect on the date hereof.

           

          2. Yield
            Maintenance Trust.
            There
            is hereby established a separate trust (the “Yield Maintenance Trust”), into
            which the Administrator shall deposit the Yield Maintenance Agreement.
            The Yield
            Maintenance Trust shall be maintained by the Administrator. The sole
            assets of
            the Yield Maintenance Trust shall be the Yield Maintenance Agreement
            and the
            Yield Maintenance Trust Account (each as hereinafter defined).

           

          3. Administrator.
            

           

          (a) The
            Administrator is hereby authorized and directed to execute the Yield
            Maintenance
            Agreement and is appointed to receive all funds paid to the Administrator
            by the
            Yield Maintenance Provider or its successors in interest under the Yield
            Maintenance Agreement (including any termination payments under the Yield
            Maintenance Agreement) and the Administrator accepts such appointment
            and hereby
            agrees to receive such amounts, deposit such amounts into the Yield Maintenance
            Trust Account, and to distribute on each Distribution Date such amounts
            in the
            following order of priority:

           


          
            
               

            

            
              Y-1

              
                

              

            

            
               

            

          


          


           

          
            	 	
                    (i)

                  	
                    first,
                      for deposit into the Yield Maintenance Account, an amount equal
                      to the sum
                      of the following amounts remaining outstanding after distribution
                      of the
                      Net Monthly Excess Cashflow: (A) an amount necessary to maintain
                      or
                      restore the Overcollateralization Target Amount for the related
                      Distribution Date; (B) any Allocated Realized Loss Amounts
                      remaining
                      unpaid; (C) any Monthly Interest Distributable Amount and Unpaid
                      Interest
                      Shortfall Amounts; (D) any Basis Risk Shortfalls; and (E) any
                      Allocated
                      Net Deferred Interest Amounts;

                  


          

           

          
            	 	
                    (ii)

                  	
                    second,
                      to GCFP or its designee, any amounts remaining after payment
                      of clause (i)
                      above, provided,
                      however,
                      that upon the issuance of notes by an issuer (the “Issuer”) pursuant to an
                      indenture (the “Indenture”), secured by all or a portion of the Class C
                      Certificates and the Class P Certificates (the “NIM Notes”), GCFP or its
                      designee, hereby instructs the Administrator to make any payments
                      under
                      this clause 3(a)(ii):

                  


          

           

          (A) to
            the
            Indenture Trustee for the Issuer, for deposit into the Note Account (each
            as
            defined in the related Indenture), for distribution in accordance with
            the terms
            of the Indenture until satisfaction and discharge of the Indenture;
            and

           

          (B) after
            satisfaction and discharge of the Indenture, to GCFP or its
            designee.

           

          (b) The
            Administrator agrees to hold any amounts received from the Yield Maintenance
            Provider in trust upon the terms and conditions and for the exclusive
            use and
            benefit of the Securities Administrator and the Indenture Trustee, as
            applicable
            (in turn for the benefit of the Certificateholders, the Noteholders,
            GCFP and
            the NIMS Insurer, if any) as set forth herein. The rights, duties and
            liabilities of the Administrator in respect of this Agreement shall be
            as
            follows:

           

          (i) The
            Administrator shall have the full power and authority to do all things
            not
            inconsistent with the provisions of this Agreement that may be deemed
            advisable
            in order to enforce the provisions hereof. The Administrator shall not
            be
            answerable or accountable except for its own bad faith, willful misconduct
            or
            negligence. The Administrator shall not be required to take any action
            to
            exercise or enforce any of its rights or powers hereunder which, in the
            opinion
            of the Administrator, shall be likely to involve expense or liability
            to the
            Administrator, unless the Administrator shall have received an agreement
            satisfactory to it in its sole discretion to indemnify it against such
            liability
            and expense.

           

          (ii) The
            Administrator shall not be liable with respect to any action taken or
            omitted to
            be taken by it in good faith in accordance with the direction of any
            party
            hereto or the NIMS Insurer, if any, or otherwise as provided herein,
            relating to
            the time, method and place of conducting any proceeding for any remedy
            available
            to the Administrator or exercising any right or power conferred upon
            the
            Administrator under this Agreement.

           


          
            
               

            

            
              Y-2

              
                

              

            

            
               

            

          


          


           

          (iii) The
            Administrator may perform any duties hereunder either directly or by
            or through
            agents or attorneys of the Administrator. The Administrator shall not
            be liable
            for the acts or omissions of its agents or attorneys so long as the
            Administrator chose such Persons with due care.

           

          4. Yield
            Maintenance Trust Account.
            

           

          The
            Administrator shall segregate and hold all funds received from the Yield
            Maintenance Provider under the Yield Maintenance Agreement (including
            any
            termination payments) separate and apart from any of its own funds and
            general
            assets and shall establish and maintain in the name of the Administrator
            one or
            more segregated accounts (the “Yield Maintenance Trust Account”). The Yield
            Maintenance Trust 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 of the Administrator. Amounts on deposit in the Yield
            Maintenance Trust Account shall not be invested and shall not be held
            in an
            interest-bearing account. 

           

          
            	 	
                    5.

                  	
                    Replacement
                      Yield Maintenance Agreement.
                      

                  


          

           

          The
            Administrator shall, at the direction of the NIMS Insurer, if any, or,
            with the
            consent of the NIMS Insurer, if any, at the direction of GCFP or its
            designee,
            enforce all of its rights and exercise any remedies under the Yield Maintenance
            Agreement. In the event the Yield Maintenance Agreement is terminated
            as a
            result of the designation by either party thereto of an Early Termination
            Date
            (as defined therein), GCFP or its designee, shall find a replacement
            counterparty to enter into a replacement Yield Maintenance
            Agreement.

           

          Any
            termination payment under the Yield Maintenance Agreement received by
            the
            Administrator from the Yield Maintenance Provider shall be deposited
            into a
            separate, non-interest bearing account, established by the Administrator
            and
            shall be used to make any upfront payment required under a replacement
            Yield
            Maintenance Agreement.

           

          Notwithstanding
            anything contained herein, in the event that a replacement Yield Maintenance
            Agreement cannot be obtained within 30 days after receipt by the Administrator
            of a termination payment paid by the terminated Yield Maintenance Provider,
            the
            Administrator shall deposit such termination payment into a separate,
            non-interest bearing account, established by the Administrator and the
            Administrator shall, on each Distribution Date, withdraw from such account,
            an
            amount equal to the Yield Maintenance Agreement Payment, if any, that
            would have
            been paid to the Trust by the original Yield Maintenance Provider (computed
            in
            accordance with Exhibit A) and distribute such amount in accordance with
            Section
            3(a) of this Agreement. On the Distribution Date immediately after the
            termination date of the original Yield Maintenance Agreement, the Administrator
            shall withdraw any funds remaining in such account and distribute such
            amount in
            accordance with Section 3(a)(ii) of this Agreement.

           


          
            
               

            

            
              Y-3

              
                

              

            

            
               

            

          


          


           

          6. Representations
            and Warranties of Wells Fargo Bank.
            Wells
            Fargo Bank represents and warrants as follows:

           

          (a) Wells
            Fargo Bank is duly organized and validly existing as a national banking
            association organized under the laws of the United States and has all
            requisite
            power and authority to execute and deliver this Agreement, to perform
            its
            obligations as Administrator hereunder.

           

          (b) The
            execution, delivery and performance of this Agreement by Wells Fargo
            Bank as
            Securities Administrator have been duly authorized in the Pooling and
            Servicing
            Agreement.

           

          (c) This
            Agreement has been duly executed and delivered by Wells Fargo Bank as
            Administrator and the Securities Administrator and is enforceable against
            Wells
            Fargo Bank in such capacities in accordance with its terms, except as
            enforceability may be affected by bankruptcy, insolvency, fraudulent
            conveyance,
            reorganization, moratorium and other similar laws relating to or affecting
            creditors’ rights generally, general equitable principles (whether considered in
            a proceeding in equity or at law).

           

          
            	 	
                    7.

                  	
                    Replacement
                      of Administrator.

                  


          

           

          Any
            corporation, bank, trust company or association into which the Administrator
            may
            be merged or converted or with which it may be consolidated, or any corporation,
            bank, trust company or association resulting from any merger, conversion
            or
            consolidation to which the Administrator shall be a party, or any corporation,
            bank, trust company or association succeeding to all or substantially
            all the
            corporate trust business of the Administrator, shall be the successor
            of the
            Administrator hereunder, without the execution or filing of any paper
            or any
            further act on the part of any of the parties hereto, except to the extent
            that
            assumption of its duties and obligations, as such, is not effected by
            operation
            of law.

           

          No
            resignation or removal of the Administrator and no appointment of a successor
            Administrator shall become effective until the appointment by GCFP or
            its
            designee, of a successor Administrator acceptable to the NIMS Insurer,
            if any.
            Any successor Administrator shall execute such documents or instruments
            necessary or appropriate to vest in and confirm to such successor Administrator
            all such rights and powers conferred by this Agreement.

           

          The
            Administrator may resign at any time by giving written notice thereof
            to the
            other parties hereto with a copy to the NIMS Insurer, if any. If a successor
            Administrator shall not have accepted the appointment hereunder within
            30 days
            after the giving by the resigning Administrator of such notice of resignation,
            the resigning Administrator may petition any court of competent jurisdiction
            for
            the appointment of a successor Administrator acceptable to the NIMS Insurer,
            if
            any.

           

          In
            the
            event of a resignation or removal of the Administrator, GCFP or its designee
            shall promptly appoint a successor Administrator acceptable to the NIMS
            Insurer,
            if any. If no such appointment has been made within 10 days of the resignation
            or removal, the NIMS Insurer, if any, may appoint a successor
            Administrator.

           

          
            	 	
                    8.

                  	
                    Administrator
                      Obligations.

                  


          

           


          
            
               

            

            
              Y-4

              
                

              

            

            
               

            

          


          


           

          Whenever
            the Administrator, as a party to the Yield Maintenance Agreement, has
            the option
            or is requested in such capacity, whether such request is by the Yield
            Maintenance Provider, to take any action or to give any consent, approval
            or
            waiver that it is on behalf of the Yield Maintenance Trust entitled to
            take or
            give in such capacity (including, without limitation, in connection with
            an
            amendment of such agreement or the occurrence of a default or termination
            event
            thereunder), the Administrator shall promptly notify the parties hereto
            and the
            NIMS Insurer, if any, of such request in such detail as is available
            to it and
            shall, on behalf of the parties hereto and the NIMS Insurer, if any,
            take such
            action in connection with the exercise and/or enforcement of any rights
            and/or
            remedies available to it in such capacity with respect to such request
            as GCFP
            or its designee, or the NIMS Insurer, if any, shall direct in writing;
            provided
            that if
            no such direction is received prior to the date that is established for
            taking
            such action or giving such consent, approval or waiver (notice of which
            date
            shall be given by the Administrator to the parties hereto and the NIMS
            Insurer,
            if any), the Administrator may abstain from taking such action or giving
            such
            consent, approval or waiver.

           

          The
            Administrator shall forward to the parties hereto and the NIMS Insurer,
            if any,
            on the Distribution Date following its receipt thereof copies of any
            and all
            written notices, statements, reports and/or other material communications
            and
            information (collectively, the “Yield Maintenance Agreement Reports”) that it
            receives in connection with the Yield Maintenance Agreement or from the
            Yield
            Maintenance Provider. The Administrator shall have no information or
            other tax
            reporting obligations with respect to the Yield Maintenance Trust or
            the Yield
            Maintenance Trust Account.

           

          
            	 	
                    9.

                  	
                    Miscellaneous.
                      

                  


          

           

          (a) 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.

           

          (b) Any
            action or proceeding against any of the parties hereto relating in any way to
            this Agreement may be brought and enforced in the courts of the State
            of New
            York sitting in the borough of Manhattan or of the United States District
            Court
            for the Southern District of New York and the Administrator irrevocably
            submits
            to the jurisdiction of each such court in respect of any such action
            or
            proceeding. The Administrator waives, to the fullest extent permitted
            by law,
            any right to remove any such action or proceeding by reason of improper
            venue or
            inconvenient forum.

           

          (c) This
            Agreement may be amended, supplemented or modified in writing by the
            parties
            hereto, but only with the consent of GCFP and the NIMS Insurer, if
            any.

           

          (d) This
            Agreement may not be assigned or transferred without the prior written
            consent
            of GCFP and the NIMS Insurer, if any; provided,
            however,
            the
            parties hereto acknowledge and agree to the assignment of the rights
            of GCFP or
            its designee, pursuant to the Sale Agreement, the Trust Agreement and
            the
            Indenture.

           


          
            
               

            

            
              Y-5

              
                

              

            

            
               

            

          


          


           

          (e) This
            Agreement may be executed by one or more of the parties to this Agreement
            on any
            number of separate counterparts (including by facsimile transmission),
            and all
            such counterparts taken together shall be deemed to constitute one and
            the same
            instrument.

           

          (f) Any
            provision of this Agreement which is prohibited or unenforceable in any
            jurisdiction shall, as to such jurisdiction, be ineffective to the extent
            of
            such prohibition or unenforceability without invalidating the remaining
            provisions hereof, and any such prohibition or unenforceability in any
            jurisdiction shall not invalidate or render unenforceable such provision
            in any
            other jurisdiction.

           

          (g) The
            representations and warranties made by the parties to this Agreement
            shall
            survive the execution and delivery of this Agreement. No act or omission
            on the
            part of any party hereto shall constitute a waiver of any such representation
            or
            warranty.

           

          (h) The
            article and section headings herein are for convenience of reference
            only, and
            shall not limit or otherwise affect the meaning hereof.

           

          (i) The
            representations and warranties made by the parties to this Agreement
            shall
            survive the execution and delivery of this Agreement. No act or omission
            on the
            part of any party hereto shall constitute a waiver of any such representation
            or
            warranty.

           

          10. Third-Party
            Beneficiary.
            Each of
            the Trustee, GCFP or its designee and the Indenture Trustee, if any,
            shall be
            deemed a third-party beneficiary of this Agreement to the same extent
            as if it
            were a party hereto, and shall have the right to enforce the provisions
            of this
            Agreement. If any default occurs on the part of the Yield Maintenance
            Provider
            under the Yield Maintenance Agreement in the making of a payment due
            under the
            Yield Maintenance Agreement or in any other obligation of the Yield Maintenance
            Provider under the Yield Maintenance Agreement, the Administrator may
            and, upon
            the request of the Trustee, GCFP or its designee or the Indenture Trustee,
            shall
            take such action as may be appropriate to enforce such payment or performance,
            including the institution and prosecution of appropriate
            proceedings.

           

          11. Administrator
            and Securities Administrator Rights.
            In
            connection with its execution and delivery of this Agreement and the
            Yield
            Maintenance Agreement and its performance of its duties and obligations
            hereunder and thereunder, the Administrator shall be entitled to the
            same
            rights, protections and indemnities afforded to the Securities Administrator
            under the Pooling and Servicing Agreement, and the Indenture Trustee
            under the
            Indenture, in each case as if specifically set forth herein with respect
            to the
            Administrator.

           

          In
            connection with its execution and delivery of this Agreement and its
            performance
            of its duties and obligations hereunder, the Securities Administrator
            shall be
            entitled to the same rights, protections and indemnities afforded to
            the
            Securities Administrator under the Pooling and Servicing Agreement as
            if
            specifically set forth herein with respect to the Administrator.

           


          
            
               

            

            
              Y-6

              
                

              

            

            
               

            

          


          


           

          12. Limited
            Recourse.
            It is
            expressly understood and agreed by the parties hereto that this Agreement
            is
            executed and delivered by the Securities Administrator, not in its individual
            capacity but solely as Securities Administrator under the Pooling and
            Servicing
            Agreement. Notwithstanding any other provisions of this Agreement, the
            obligations of the Securities Administrator under this Agreement are
            non-recourse to the Securities Administrator, its assets and its property,
            and
            shall be payable solely from the assets of the Trust Fund, and following
            realization of such assets, any claims of any party hereto shall be extinguished
            and shall not thereafter be reinstated. No recourse shall be had against
            any
            principal, director, officer, employee, beneficiary, shareholder, partner,
            member, agent or affiliate of the Securities Administrator or any person
            owning,
            directly or indirectly, any legal or beneficial interest in the Securities
            Administrator, or any successors or assigns of any of the foregoing (the
            “Exculpated Parties”) for the payment of any amount payable under this
            Agreement. The parties hereto shall not enforce the liability and obligations
            of
            the Securities Administrator to perform and observe the obligations contained
            in
            this Agreement by any action or proceeding wherein a money judgment establishing
            any personal liability shall be sought against the Securities Administrator,
            subject to the following sentence, or the Exculpated Parties. The agreements
            in
            this paragraph shall survive termination of this Agreement and the performance
            of all obligations hereunder.

           


          
            
               

            

            
              Y-7

              
                

              

            

            
               

            

          


          


           

          


           

          IN
            WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
            and
            delivered as of the day and year first above written. 

           

          
            	 	
                    WELLS
                      FARGO BANK, N.A.

                    not
                      in its individual capacity but solely as Administrator under
                      this
                      Agreement

                  
	 	 
	 	 
	 	
                    By:

                  	
                    /s/
                      Graham M. Oglesby

                  
	 	 	
                    Name:
                      Graham M. Oglesby

                    Title:
                      Vice President

                  
	 	 	 


          

          


          
            	 	
                    WELLS
                      FARGO BANK, N.A.

                    not
                      in its individual capacity but solely as Securities Administrator
                      under
                      the Pooling and Servicing Agreement

                  
	 	 
	 	 
	 	
                    By:

                  	
                    /s/
                      Graham M. Oglesby

                  
	 	 	
                    Name:
                      Graham M. Oglesby

                    Title:
                      Vice President

                  


          

          


          
            	 	
                    GREENWICH
                      CAPITAL FINANCIAL PRODUCTS, INC.

                  
	 	 
	 	 
	 	
                    By:

                  	
                    /s/
                      Matt Miles

                  
	 	 	
                    Name:
                      Matt Miles

                  
	 	 	
                    Title:
                      Vice President

                  


          

          


          


          



          
            
               

            

            
              Y-8

              
                

              

            

            
               

            

          


          EXHIBIT
            A

           

          YIELD
            MAINTENANCE AGREEMENT

           

          


           

          SEE
            EXHIBIT Z TO THE POOLING AND SERVICING AGREEMENT

           

           


          
            
              
              

            

            
              Y-9

              
                

              

            

            
              
              

            

          


          EXHIBIT
            Z

           

          YIELD
            MAINTENANCE AGREEMENT

           

          [See
            Exhibit 99.5]

           


          
            
              
              

            

            
              Z-1

              
                

              

            

            
              
              

            

          


          SCHEDULE
            I

           

          MORTGAGE
            LOAN SCHEDULE

           

          


          
            
              
              

            

            
              I-1