EXECUTION

     

    
      

    


    


    


    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 November 1, 2006

    


    


    


    __________________________________

    


    


    


    HarborView
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    



    Table
      of Contents

    Page

     

    
      
        	
                Section
                  1.01.

              	
                Defined
                  Terms.

              	
                4

              
	
                Section
                  1.02.

              	
                Accounting.

              	
                41

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                42

              
	 	 	 
	
                Section
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                42

              
	
                Section
                  2.02.

              	
                Acceptance
                  by Trustee.

              	
                46

              
	
                Section
                  2.03.

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

              	
                47

              
	
                Section
                  2.04.

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

              	
                51

              
	
                Section
                  2.05.

              	
                [Reserved].

              	
                52

              
	
                Section
                  2.06.

              	
                Representations
                  and Warranties of the Depositor.

              	
                52

              
	
                Section
                  2.07.

              	
                Issuance
                  of Certificates.

              	
                54

              
	
                Section
                  2.08.

              	
                Representations
                  and Warranties of the Seller.

              	
                54

              
	
                Section
                  2.09.

              	
                Covenants
                  of the Seller.

              	
                56

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

              	
                56

              
	 	 
	
                Section
                  3.01.

              	
                Master
                  Servicer to Service and Administer the Mortgage Loans.

              	
                56

              
	
                Section
                  3.02.

              	
                REMIC-Related
                  Covenants.

              	
                58

              
	
                Section
                  3.03.

              	
                Monitoring
                  of Servicers.

              	
                58

              
	
                Section
                  3.04.

              	
                Fidelity
                  Bond.

              	
                59

              
	
                Section
                  3.05.

              	
                Power
                  to Act; Procedures.

              	
                60

              
	
                Section
                  3.06.

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	
                61

              
	
                Section
                  3.07.

              	
                Release
                  of Mortgage Files.

              	
                61

              
	
                Section
                  3.08.

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

              	
                62

              
	
                Section
                  3.09.

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies

              	
                63

              
	
                Section
                  3.10.

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                63

              
	
                Section
                  3.11.

              	
                Maintenance
                  of the Primary Insurance Policies.

              	
                64

              
	
                Section
                  3.12.

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                64

              
	
                Section
                  3.13.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                65

              
	
                Section
                  3.14.

              	
                Additional
                  Compensation to the Master Servicer.

              	
                65

              
	
                Section
                  3.15.

              	
                REO
                  Property.

              	
                65

              
	
                Section
                  3.16.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                66

              
	
                Section
                  3.17.

              	
                Annual
                  Compliance Statement.

              	
                68

              
	
                Section
                  3.18.

              	
                Sarbanes-Oxley
                  Certification.

              	
                69

              
	
                Section
                  3.19.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                69

              
	
                Section
                  3.20.

              	
                Additional
                  Information.

              	
                75

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  3.21.

              	
                Intention
                  of the Parties and Interpretation.

              	
                75

              
	
                Section
                  3.22.

              	
                Indemnification.

              	
                76

              
	
                Section
                  3.23.

              	
                [Reserved].

              	
                77

              
	
                Section
                  3.24.

              	
                Closing
                  Opinion of Counsel.

              	
                77

              
	
                Section
                  3.25.

              	
                [Reserved].

              	
                77

              
	
                Section
                  3.26.

              	
                Merger
                  or Consolidation of the Master Servicer.

              	
                77

              
	
                Section
                  3.27.

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

              	
                77

              
	
                Section
                  3.28.

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

              	
                78

              
	
                Section
                  3.29.

              	
                Master
                  Servicer Not to Resign.

              	
                79

              
	
                Section
                  3.30.

              	
                Successor
                  Master Servicer.

              	
                80

              
	
                Section
                  3.31.

              	
                Sale
                  and Assignment of Master Servicing.

              	
                80

              
	
                Section
                  3.32.

              	
                Reporting
                  Requirements of the Commission

              	
                81

              
	
                Section
                  3.33.

              	
                Duties
                  of the Credit Risk Manager.

              	
                81

              
	
                Section
                  3.34.

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	
                82

              
	
                Section
                  3.35.

              	
                Indemnification
                  by the Credit Risk Manager.

              	
                83

              
	
                Section
                  3.36.

              	
                Removal
                  of Credit Risk Manager.

              	
                83

              
	 	 
	
                ARTICLE
                  IV ACCOUNTS

              	
                83

              
	 	 
	
                Section
                  4.01.

              	
                Servicing
                  Accounts

              	
                83

              
	
                Section
                  4.02.

              	
                Distribution
                  Account.

              	
                85

              
	
                Section
                  4.03.

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              	
                86

              
	
                Section
                  4.04.

              	
                Yield
                  Maintenance Account; Collateral Account.

              	
                89

              
	 	 
	
                ARTICLE
                  V FLOW OF FUNDS

              	
                91

              
	 	 
	
                Section
                  5.01.

              	
                Distributions.

              	
                91

              
	
                Section
                  5.02.

              	
                [Reserved].

              	
                94

              
	
                Section
                  5.03.

              	
                Allocation
                  of Realized Losses.

              	
                94

              
	
                Section
                  5.04.

              	
                Statements.

              	
                95

              
	
                Section
                  5.05.

              	
                Remittance
                  Reports; Advances.

              	
                98

              
	
                Section
                  5.06.

              	
                Compensating
                  Interest Payments.

              	
                99

              
	
                Section
                  5.07.

              	
                Basis
                  Risk Reserve Fund.

              	
                99

              
	
                Section
                  5.08.

              	
                Recoveries.

              	
                100

              
	
                Section
                  5.09.

              	
                Final
                  Maturity Reserve Trust.

              	
                100

              
	 	 
	
                ARTICLE
                  VI THE CERTIFICATES

              	
                101

              
	 	 
	
                Section
                  6.01.

              	
                The
                  Certificates.

              	
                101

              
	
                Section
                  6.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                103

              
	
                Section
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                112

              
	
                Section
                  6.04.

              	
                Persons
                  Deemed Owners.

              	
                112

              
	
                Section
                  6.05.

              	
                Appointment
                  of Paying Agent.

              	
                112

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                ARTICLE
                  VII DEFAULT

              	
                113

              
	 	 
	
                Section
                  7.01.

              	
                Events
                  of Default.

              	
                113

              
	
                Section
                  7.02.

              	
                Trustee
                  to Act.

              	
                115

              
	
                Section
                  7.03.

              	
                Waiver
                  of Event of Default.

              	
                116

              
	
                Section
                  7.04.

              	
                Notification
                  to Certificateholders.

              	
                117

              
	 	 
	
                ARTICLE
                  VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                117

              
	 	 
	
                Section
                  8.01.

              	
                Duties
                  of the Trustee and the Securities Administrator.

              	
                117

              
	
                Section
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                119

              
	
                Section
                  8.03.

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

              	
                120

              
	
                Section
                  8.04.

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

              	
                122

              
	
                Section
                  8.05.

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

              	
                122

              
	
                Section
                  8.06.

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	
                122

              
	
                Section
                  8.07.

              	
                Resignation
                  or Removal of Trustee and Securities Administrator.

              	
                123

              
	
                Section
                  8.08.

              	
                Successor
                  Trustee and Successor Securities Administrator.

              	
                124

              
	
                Section
                  8.09.

              	
                Merger
                  or Consolidation of Trustee or Securities
                  Administrator.

              	
                125

              
	
                Section
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                125

              
	
                Section
                  8.11.

              	
                Limitation
                  of Liability.

              	
                126

              
	
                Section
                  8.12.

              	
                Trustee
                  May Enforce Claims Without Possession of Certificates.

              	
                126

              
	
                Section
                  8.13.

              	
                Suits
                  for Enforcement.

              	
                127

              
	
                Section
                  8.14.

              	
                Waiver
                  of Bond Requirement.

              	
                127

              
	
                Section
                  8.15.

              	
                Waiver
                  of Inventory, Accounting and Appraisal Requirement.

              	
                127

              
	
                Section
                  8.16.

              	
                Appointment
                  of Custodians.

              	
                128

              
	
                Section
                  8.17.

              	
                Limitation
                  of Liability of Trustee and Administrator;
                  Indemnification.

              	
                128

              
	 	 
	
                ARTICLE
                  IX REMIC ADMINISTRATION

              	
                128

              
	 	 
	
                Section
                  9.01.

              	
                REMIC
                  Administration.

              	
                128

              
	
                Section
                  9.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                131

              
	 	 
	
                ARTICLE
                  X TERMINATION

              	
                132

              
	 	 
	
                Section
                  10.01.

              	
                Termination.

              	
                132

              
	
                Section
                  10.02.

              	
                Additional
                  Termination Requirements.

              	
                134

              
	 	 
	
                ARTICLE
                  XI DISPOSITION OF TRUST FUND ASSETS

              	
                134

              
	 	 
	
                Section
                  11.01.

              	
                Disposition
                  of Trust Fund Assets.

              	
                134

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                135

              
	 	 
	
                Section
                  12.01.

              	
                Amendment.

              	
                135

              
	
                Section
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                136

              
	
                Section
                  12.03.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                136

              
	
                Section
                  12.04.

              	
                Governing
                  Law; Jurisdiction.

              	
                137

              
	
                Section
                  12.05.

              	
                Notices.

              	
                137

              
	
                Section
                  12.06.

              	
                Severability
                  of Provisions.

              	
                138

              
	
                Section
                  12.07.

              	
                Article
                  and Section References.

              	
                138

              
	
                Section
                  12.08.

              	
                Notices
                  to the Rating Agencies.

              	
                139

              
	
                Section
                  12.09.

              	
                Further
                  Assurances.

              	
                140

              
	
                Section
                  12.10.

              	
                Benefits
                  of Agreement.

              	
                140

              
	
                Section
                  12.11.

              	
                Acts
                  of Certificateholders.

              	
                140

              
	
                Section
                  12.12.

              	
                Successors
                  and Assigns.

              	
                141

              
	
                Section
                  12.13.

              	
                Provision
                  of Information.

              	
                141

              
	 	 	 
	 	 
	
                EXHIBITS
                  AND SCHEDULES:

              	 
	 	 
	
                Exhibit
                  A-1

              	
                Form
                  of A Certificate

              	
                A-1

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class X Certificate

              	
                A-2

              
	
                Exhibit
                  B

              	
                Form
                  of Class A-R Certificate

              	
                B-1

              
	
                Exhibit
                  C

              	
                Form
                  of Subordinate Certificate

              	
                C-1

              
	
                Exhibit
                  D

              	
                Form
                  of Class P Certificate

              	
                D-1

              
	
                Exhibit
                  E

              	
                Form
                  of Reverse of the Certificates

              	
                E-1

              
	
                Exhibit
                  F

              	
                Request
                  for Release

              	
                F-1

              
	
                Exhibit
                  G-1

              	
                Form
                  of Receipt of Mortgage Note

              	
                G-1-1

              
	
                Exhibit
                  G-2

              	
                Form
                  of Interim Certification of Trustee

              	
                G-2-1

              
	
                Exhibit
                  G-3

              	
                Form
                  of Final Certification of Trustee

              	
                G-3-1

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              	
                H-1

              
	
                Exhibit
                  I-1

              	
                Form
                  of ERISA Representation Class A-R

              	
                I-1-1

              
	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Representation For ERISA-Restricted Certificates

              	
                I-2-1

              
	
                Exhibit
                  J-1

              	
                Form
                  of Investment Letter Non-Rule 144A

              	
                J-1-1

              
	
                Exhibit
                  J-2

              	
                Form
                  of Rule 144A Investment Letter

              	
                J-2-1

              
	
                Exhibit
                  K

              	
                Form
                  of Transferor Certificate

              	
                K-1

              
	
                Exhibit
                  L

              	
                Transfer
                  Affidavit for Residual Certificate Pursuant to 

              	 
	 	
                Section
                  6.02(e)

              	
                L-1

              
	
                Exhibit
                  M

              	
                List
                  of Servicers and Servicing Agreements

              	
                M-1

              
	
                Exhibit
                  N-1

              	
                Form
                  of Transfer Certificate (Restricted Global Security to 

              	 
	 	
                Regulation
                  S Security)

              	
                N-1-1

              
	
                Exhibit
                  N-2

              	
                Form
                  of Transfer Certificate (Regulation S Security to 

              	 
	 	
                Restricted
                  Global Security)

              	
                N-2-1

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                Purchase
                  Agreements

              	
                P

              
	
                Exhibit
                  Q

              	
                Relevant
                  Servicing Criteria

              	
                Q

              
	
                Exhibit
                  R

              	
                Additional
                  Form 10-D Disclosure

              	
                R

              
	
                Exhibit
                  S

              	
                Additional
                  Form 10-K Disclosure

              	
                S

              
	
                Exhibit
                  T

              	
                Additional
                  Form 8-K Disclosure

              	
                T

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                Exhibit
                  U

              	
                Additional
                  Disclosure Notification

              	
                U

              
	
                Exhibit
                  V-1

              	
                Form
                  of Watchlist Report

              	
                V-1

              
	
                Exhibit
                  V-2

              	
                Form
                  of Loss Severity Report

              	
                V-2

              
	
                Exhibit
                  V-3

              	
                Form
                  of Prepayment Premiums Report

              	
                V-3

              
	
                Exhibit
                  V-4

              	
                Form
                  of Analytics Report

              	
                V-4

              
	
                Exhibit
                  W

              	
                Form
                  of Certification to be Provided by the Credit Risk Manager

              	
                W
                  

              
	
                Exhibit
                  X

              	
                Yield
                  Maintenance Agreement

              	
                Y

              
	 	 	 
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              	 
	
                Schedule
                  II

              	
                Final
                  Maturity Reserve Schedule

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    PRELIMINARY
      STATEMENT:

    


    Through
      this Agreement, the Depositor intends to cause the issuance and sale of the
      HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
      2006-13 (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 ten classes of
      certificates, designated as (i) the Class A Certificates, (ii) the Class X
      Certificates, (iii) the Class A-R Certificates, (iv) the Class B-1 Certificates,
      (v) the Class B-2 Certificates, (vi) the Class B-3 Certificates, (vii) the
      Class
      B-4 Certificates, (viii) the Class B-5 Certificates, (ix) the Class B-6
      Certificates and (x) the Class P Certificates. 

    

      For
        federal income tax purposes, the Trust Fund (exclusive of the assets held
        in the
        Basis Risk Reserve Fund, the Yield Maintenance Account, the Yield Maintenance
        Agreement, the Final Maturity Reserve Trust, the Final Maturity Reserve Account
        and the Collateral Account (the “Excluded
        Trust Property”))
        comprises two REMICs in a tiered REMIC structure: the “Lower-Tier
        REMIC”
and
        the
“Upper-Tier
        REMIC.”
Each
        Certificate, other than the Class A-R Certificates, shall represent ownership
        of
        a regular interest in the Upper-Tier REMIC, as described herein. The Class
        A,
        Class B-1, Class B-2 and Class B-3 Certificates represent the right to receive
        (i) payments in respect of Basis Risk Shortfalls from the Basis Risk Reserve
        Fund as provided in Section 5.07 and (ii) payments in respect of Basis Risk
        Shortfalls from the Yield Maintenance Account as provided in Section 5.01(g).
        The owners of the Class X Certificates beneficially own the Basis Risk Reserve
        Fund, the Yield Maintenance Account, the Final Maturity Reserve Account and
        the
        Final Maturity Reserve Trust. Each Class of Certificates (other than the
        Class X
        Certificates) represents the right to receive payments in respect of the
        Final
        Maturity Reserve Account. The Class A-R Certificate represents the sole class
        of
        residual interest in the Upper-Tier REMIC, as well as the sole residual interest
        in the Lower-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 shall issue 12
      uncertificated interests, 11 of which shall be the “Lower-Tier
      Regular Interests”
and
      one
      residual interest (the “LT-R
      Interest”),
      which
      will represent the sole class of residual interest in the Lower-Tier REMIC.
      The
      Trustee will hold the Lower-Tier Regular Interests as assets of the Upper-Tier
      REMIC. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    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 Interests

    


    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance for each interest in the Lower-Tier
      REMIC:

    
      	
               

              Lower-Tier
                

              REMIC
                Interest 

              Designation

            	 	
               

               Interest
                Rate

            	 	
              Initial
                

              Principal
                Balance

            	 	
              Corresponding
                Class of Certificates 

            	 
	
              LT-A

            	 	 	
              (1)

            	
               

            	
              $

            	
              380,792,000.00

            	 	 	
              A

            	 
	
              LT-AR

            	 	 	
              (1)

            	
               

            	
              $

            	
              100.00

            	 	 	
              A-R

            	 
	
              LT-B1

            	 	 	
              (1)

            	
               

            	
              $

            	
              8,865,000.00

            	 	 	
              B-1

            	 
	
              LT-B2

            	 	 	
              (1)

            	
               

            	
              $

            	
              4,433,000.00

            	 	 	
              B-2

            	 
	
              LT-B3

            	 	 	
              (1)

            	
               

            	
              $

            	
              22,000.00

            	 	 	
              B-3

            	 
	
              LT-B4

            	 	 	
              (1)

            	 	
              $

            	
              2,619,000.00

            	 	 	
              B-4

            	 
	
              LT-B5

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,813,000.00

            	 	 	
              B-5

            	 
	
              LT-B6

            	 	 	
              (1)

            	
               

            	
              $

            	
              1,410,689.00

            	 	 	
              B-6

            	 
	
              LT-P

            	 	 	
              (1)

            	 	
              $

            	
              100.00

            	 	 	
              P

            	 
	
              LT-I

            	 	 	
              (2)

            	 	 	
              (2)

            	
               

            	 	
              N/A

            	 
	
              LT-R

            	 	 	
              (3)

            	 	 	
              (3)

            	
               

            	 	
              N/A

            	 


    

    __________________

    
      	 	
              (1)

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

            


    

    


    
      	 	
              (2)

            	
              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
                Stated Principal Balances of the Mortgage Loans as of the first day
                of the
                related Due Period (or in the case of the first Distribution Date,
                as of
                the Cut-Off Date). For any Distribution Date before the Distribution
                Date
                in December 2026, it shall bear interest for the related Accrual
                Period at
                a fixed rate of 0.00%, and for each Distribution Date commencing
                on the
                Distribution Date in December 2026 and on each Distribution Date
                thereafter until the Final Maturity Reserve Termination Date, it
                shall
                bear interest for the related Accrual Period at a fixed rate equal
                to the
                Final Maturity Reserve Rate.

            


    

    


    
      	 	
              (3)

            	
              The
                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, shall be allocated among the Lower-Tier
      Interests in the following order of priority:

    


    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

    
      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              (iii)

            	
              to
                the
                LT-R Interest, any remaining
                amounts.

            


    

    


    On
      any
      Distribution Date, after taking into account principal distributions under
      priorities (i) and (ii) above, Realized Losses shall be allocated among the
      Lower-Tier Interests in the same order of priority in which principal is
      distributed among such Lower-Tier Interests pursuant to priority (i)
      above.

    


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

    


    The
      Certificates

    


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

     

    

      
        	 	
                Original
                  Class Principal

                Balance
                  or Class Notional Balance

              	
                Pass-Through

                Rate

              
	
                Class
                  A

              	
                $380,792,000.00

              	
                (1)

              
	
                Class X

              	
                Class
                  X Notional Balance (2)

              	
                (1)

              
	
                Class
                  A-R

              	
                $
                  100.00 (3)

              	
                (3)

              
	
                Class
                  B-1

              	
                $
                  8,865,000.00

              	
                (1)

              
	
                Class
                  B-2

              	
                $
                  4,433,000.00

              	
                (1)

              
	
                Class
                  B-3

              	
                $
                  3,022,000.00

              	
                (1)

              
	
                Class
                  B-4

              	
                $
                  2,619,000.00

              	
                (1)

              
	
                Class
                  B-5

              	
                $
                  1,813,000.00

              	
                (1)

              
	
                Class
                  B-6

              	
                $
                  1,410,689.00

              	
                (1)

              
	
                Class
                  P

              	
                $
                  100.00

              	
                (4)

              


      

    

    ____________

    
      	 	
              (1)

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

            


    

    
      	 	
              (2)

            	
              For
                purposes of the REMIC provisions, the Class X Certificates shall
                accrue
                interest on a notional balance equal to the sum of the principal
                balances
                of the Class A, Class B-1, Class B-2 and Class B-3 Certificates.
                The Class
                X Certificates are interest-only certificates and will not be entitled
                to
                distributions of principal. In addition, the Class X Certificates
                shall
                also evidence ownership of the LT-I Interest in the Lower-Tier
                REMIC

            


    

    
      	 	
              (3)

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

            


    

    
      	 	
              (4)

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

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    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 Account, the Final Maturity Reserve
      Account, the Basis Risk Reserve Fund or each Servicing 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 Certificates
      will
      be calculated based upon a 360-day year and the actual number of days in each
      Accrual Period. With respect to each Distribution Date and any Class of Lower
      Tier Regular Interests and the Class A-R, Class X, Class B-4, Class B-5 and
      Class B-6 Certificates, the calendar month prior to the month of such
      Distribution Date. Interest for such Lower Tier Regular Interests and such
      Classes will be calculated based upon a 360-day year consisting of twelve 30-day
      months in each Accrual Period.

    


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

    


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

    


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

    


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

    


    “Advance”:
      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 the Trustee pursuant to Section 7.02 as
      successor Master Servicer) or by a Servicer in accordance with the related
      Servicing Agreement.

    
      
        


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

      

    

    “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.

    


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

    


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

    


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

    


    “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, 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, (b) Net Liquidation Proceeds, Insurance Proceeds
      (including from primary mortgage insurance policies), Principal Prepayments
      (excluding Prepayment Premium Amounts), Recoveries and other unscheduled
      recoveries of principal and interest in respect of the Mortgage Loans 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, (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, (e) the aggregate of
      the Purchase Prices, Substitution Adjustments Repurchase Prices and other
      amounts collected for purchases pursuant to Sections 2.03 or 3.25 or
      substitutions pursuant to Section 2.03 deposited in the Distribution Account
      during the related Prepayment Period in respect of the Mortgage Loans,
      (f) the aggregate of any Advances made by the Servicers and Advances made
      by the Master Servicer for such Distribution Date in respect of the Mortgage
      Loans, (g) the aggregate of any Advances made by the Trustee as successor
      Master Servicer for that Distribution Date pursuant to Section 7.02 hereof
      in
      respect of the Mortgage Loans and (h) the Termination Price on the
      Distribution Date on which the Trust Fund is terminated pursuant to Section
      10.01; minus
      (ii) the sum of (v) to the extent of amounts attributable to interest, the
      Expense Fees for such Distribution Date in respect of the Mortgage Loans, (w)
      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 and other amounts as to which the Servicers, the Securities Administrator,
      the Master Servicer, the Trustee, the Credit Risk Manager and the Custodian
      are
      entitled to be reimbursed pursuant to Section 4.03, (x) 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 Securities Administrator and the Custodian
      pursuant to Sections 3.27(b), 3.28(c) and 8.05 hereof in respect of the Mortgage
      Loans, and (y) amounts deposited in the Distribution Account, as the case may
      be, in error, in respect of the Mortgage Loans, in each case without
      duplication.

    
      
        


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

      

    

    “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.

    
      
        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

           

        

      

    

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

    


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

    


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

    


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

    


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

    


    “Certificate
      Register”
and
      “Certificate
      Registrar”:
      The
      register maintained and registrar appointed pursuant to Section 6.02 hereof.
      Wells Fargo Bank, N.A. shall act as Certificate Registrar, for so long as it
      is
      the Securities Administrator under this Agreement.

    


    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or non-U.S. Person shall not be a Holder
      of the Residual Certificate for any purpose hereof; 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
      Securities Administrator, the Master Servicer, the Trustee, any Servicer, 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 3.18.

    


    “Certifying
      Person”:
      As
      defined in Section 3.18.

    
      
        


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

           

        

      

    

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

    


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

    


    “Class
      P Distributable Amount”:
      With
      respect to each Distribution Date, all Prepayment Premium Amounts in respect
      of
      the Mortgage Loans received by the Servicers for the related Prepayment Period
      plus, on the first Distribution Date after which no Mortgage Loan is subject
      to
      payment of a Prepayment Premium Amount, $100.

    


    “Class
      Principal Balance”:
      As to
      any Distribution Date, with respect to any Class of Certificates (other than
      the
      Interest-Only Certificates), the Original Class Principal Balance thereof as
      reduced by the sum of (x) all amounts actually distributed in respect of
      principal of that Class on all prior Distribution Dates, (y) all Realized
      Losses, if any, actually allocated to that Class on all prior Distribution
      Dates
      and (z) any applicable Writedown Amount; provided,
      however,
      that
      pursuant to Section 5.08, the Class Principal Balance of a Class of Certificates
      may be increased up to the amount of Realized Losses previously allocated to
      such Class pursuant to Section 5.03 in the event that there is a Recovery on
      a
      Mortgage Loan, and the Certificate Principal Balance of any individual
      Certificate of such Class will be increased by its pro
      rata
      share of
      the increase to such Class.

    


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

    


    “Class
      X Certificate”:
      Any of
      the Class X Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and therein.
      

    


    “Class
      X Notional Balance”:
      For
      the Class X Certificates and for any Distribution Date, the aggregate Class
      Principal Balance of the LIBOR Certificates immediately prior to such
      Distribution Date (initially, equal to $397,112,000.00). 

    


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

    


    “Closing
      Date”:
      December 13, 2006.

    


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

    

      “Collateral
        Account”:
        The
        account established and maintained by the Trustee in accordance with the
        provisions of Section 4.04.

       

    

    
      
        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

           

        

      

    

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

    


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

    


    “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).

    


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

    


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

    


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

    


    “Corporate
      Trust Office”:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      at
      which at any particular time its corporate trust business in connection with
      this Agreement shall be administered, which office at the date of the execution
      of this instrument is located at 1761 East St. Andrew Place, Santa Ana,
      California 92705, Attention: HarborView 2006-13, or at such other address as
      the
      Trustee may designate from time to time by notice to the Certificateholders,
      the
      Depositor, the Master Servicer, the Securities Administrator and the Seller.
      With respect to the Securities Administrator and the Certificate Registrar
      and
      (i) presentment of Certificates for registration of transfer, exchange or final
      payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis,
      Minnesota 55479, Attention: Corporate Trust, HarborView Mortgage Loan Trust
      2006-13, and (ii) for all other purposes, P.O. Box 98, Columbia, Maryland 21046
      (or for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland
      21045), Attention: Corporate Trust, HarborView 2006-13.

    
      
        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

           

        

      

    

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

    


    “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
      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.

    


    “Current
      Interest”:
      With
      respect to each Class of Certificates (other than the Class P Certificates)
      and
      any Distribution Date an amount equal to the sum of (i) interest accrued during
      the related Accrual Period at the applicable Pass-Through Rate on the Class
      Certificate Principal Balance or Class Certificate Notional Balance, as
      applicable, of that Class immediately prior to such Distribution Date, plus
      (ii)
      the excess of the amount determined under clause (i) above for all prior
      Distribution Dates over the amount actually distributed as interest on such
      Class on such Prior Distribution Dates. Notwithstanding the foregoing, however,
      on any Distribution Date for which there exists a Net Interest Shortfall, the
      Net Interest Shortfall shall be apportioned among the Classes of Certificates
      then outstanding in proportion to and in reduction of the amount that would
      have
      been the Current Interest for such Distribution Date but for the existence
      of
      such Net Interest Shortfall.

    


    “Custodial
      Agreement”:
      Not
      applicable.

    


    “Custodian”:
      Deutsche Bank National Trust Company, and its successors acting as custodian
      of
      the Mortgage Files, as indicated on the Mortgage Loan Schedule.

    


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

    
      
        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

           

        

      

    

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

    


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

    


    “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.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

        
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    “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.

    


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

    


    “Distribution
      Account”:
      The
      trust account or accounts created and maintained by the Securities Administrator
      pursuant to Section 4.02 hereof for the benefit of the Certificateholders which
      shall be entitled “Distribution Account, Wells Fargo Bank, N.A., as Securities
      Administrator for Deutsche Bank National Trust Company, as Trustee, in trust
      for
      the registered Holders of HarborView Mortgage Loan Trust, Mortgage Loan
      Pass-Through Certificates, Series 2006-13” and which must be an Eligible
      Account.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

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

    


    “Eligible
      Account”:
      Any
      of: 

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

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

    


    “Expense
      Fee”
With
      respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee, (ii)
      the
      Servicing Fee with respect to the Servicers and (iii) the Credit Risk Manager
      Fee.

    


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

    


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

    


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

    


    “Final
      Distribution Date”:
      The
      Distribution Date occurring in December 2036.

    


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

    


    “Final
      Maturity Reserve Amount”:
      With
      respect to each Distribution Date prior to the Distribution Date in December
      2026, zero. On the Distribution Date in December 2026 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 Final Maturity Reserve Rate
      divided by 12 and (ii) the aggregate Stated Principal Balance of the Mortgage
      Loans, (y) the interest portion of Available Funds before taking into account
      any distributions pursuant to Section 5.01(a) of this Agreement and after
      payment of any fees and expenses of the Trust pursuant to this Agreement and
      (z)
      the Final Maturity Reserve Shortfall Amount. No deposit is required on any
      Distribution Date if 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 aggregate principal balance set forth in the Final Maturity
      Reserve Schedule for such Distribution Date.

    


    “Final
      Maturity Reserve Rate”:
      A per
      annum rate equal to the product of (i) 0.80%
      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 of the Mortgage Loans as of the Cut-off Date.

    


    “Final
      Maturity Reserve Schedule”:
      With
      respect to each Distribution Date on or after the Distribution Date in December
      2026 through the Final Maturity Reserve Termination Date, the aggregate
      principal balance set forth on Schedule II hereto for that Distribution
      Date.

    


    “Final
      Maturity Reserve Shortfall Amount”:
      For
      each Distribution Date, the lesser of (i) $5,293,604.00 or
      (ii) a
      fraction, the numerator of which is the Stated Principal Balance of the Mortgage
      Loans having 40-year original terms to maturity on such Distribution Date and
      the denominator of which is the aggregate Class Principal Balance of the
      Certificates (other than any Interest-Only Certificates).

    
      


      
        
          
          

        

        
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    “Final
      Maturity Reserve Termination Date”:
      With
      respect to each Distribution Date on or after the Distribution Date in December
      2026, the earlier of (i) the Distribution Date in June 2036 or (ii) the
      termination of the Trust Fund.

    


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

    


    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Seller pursuant to or as
      contemplated by Sections 2.03, 3.25 and 10.01), a determination made by the
      related Servicer, reported to the Master Servicer, 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.
      

    


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

    


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

    


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

    


    “Fitch”:
      Fitch
      Ratings, Inc., or any successor thereto.

    


    “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 and
      assigns.

    


    “GMAC”:
      GMAC
      Mortgage, LLC (as successor in interest to GMAC Mortgage Corporation), and
      any
      successors thereto, in its capacity as Originator of the GMAC Mortgage
      Loans.

    


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

    


    “GMAC
      Purchase Agreement”:
      The
      Master Flow Sale and Servicing Agreement dated and effective as of April 1,
      2004, between the GCFP and GMAC (Adjustable Rate Conventional Mortgage Loans,
      Group No. 2004-NC1), as amended by Amendment Number One, dated as of September
      29, 2005, and as amended by Amendment Number Two, dated as of September 29,
      2005, as the same may be amended from time to time, and any assignments and
      conveyances related to the GMAC Mortgage Loans.

    
      


      
        
          
          

        

        
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    “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.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

        
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    (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.

    


    “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”:
      Not
      Applicable.

    


    “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.

     

    
      
        
        

      

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

    


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

    


    “LIBOR
      Certificates”:
      The
      Class A, Class B-1, Class B-2 and Class B-3 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
      related Servicer or the Master Servicer have determined, in accordance with
      the
      servicing procedures specified herein, as of the end of the related Prepayment
      Period, that all Liquidation Proceeds that it expects to recover with respect
      to
      the liquidation of such Mortgage Loan or disposition of the related REO Property
      have been recovered.

    


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

    


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

    


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

    


    “Loan
      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.

    
      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          



      

    

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

    


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

    


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

    


    “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”:
      0.0195% 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.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          



      

    

    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of November 1, 2006, regarding the transfer of the Mortgage Loans by the Seller
      (including the Seller’s right and interest in the agreements listed on Exhibit M
      hereto) 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, (f) a cooperative,
                or
                (g) 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;

            


    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (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)

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

            


    

    


    
      	 	
              (x)

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

            


    

    


    
      	 	
              (xi)

            	
              the
                stated maturity date;

            


    

    


    
      	 	
              (xii)

            	
              the
                Master Servicing Fee Rate and the Servicing Fee
                Rate;

            


    

    


    
      	 	
              (xiii)

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

            


    

    


    
      	 	
              (xiv)

            	
              the
                original principal balance of the Mortgage
                Loan;

            


    

    


    
      	 	
              (xv)

            	
              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);

            


    

    


    
      	 	
              (xvi)

            	
              the
                Index and Gross Margin specified in related Mortgage
                Note;

            


    

    


    
      	 	
              (xvii)

            	
              the
                next Adjustment Date, if
                applicable;

            


    

    


    
      	 	
              (xviii)

            	
              the
                Maximum Loan Rate, if applicable;

            


    

    


    
      	 	
              (xix)

            	
              the
                Value of the Mortgaged Property;

            


    

    


    
      	 	
              (xx)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

    


    
      	 	
              (xxi)

            	
              the
                product code; and

            


    

    


    
      	 	
              (xxii)

            	
              the
                Servicer that is servicing such Mortgage Loan and the Originator
                of such
                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.

    
      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          



      

    

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

    


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

    


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

    


    “Mortgagor”:
      The
      obligor on a Mortgage Note.

    


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

    


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

    


    “Net
      Loan Rate”:
      With
      respect to any Mortgage Loan (or the related REO Property), as of any date
      of
      determination, a per annum rate of interest equal to the then applicable Loan
      Rate for such Mortgage Loan minus
      the
      Expense Fee Rate and, commencing on the Distribution Date in December 2026
      and
      on each Distribution Date thereafter until the Final Maturity Reserve
      Termination Date, the Final Maturity Reserve Rate. 

    


    “Net
      Realized Losses”:
      For
      any Class of Certificates and any Distribution Date, the excess of (i) the
      amount of Realized Losses previously allocated to that Class (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) with respect to the LIBOR
      Certificates, any payments received pursuant to Sections 5.01(a)(ii) and (iv)
      from the Yield Maintenance Account.

    


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

    
      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          



      

    

    “Net
      WAC Cap”:
      With
      respect to the LIBOR Certificates and any Distribution Date, 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. 

    


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

    


    “Notional
      Certificate”:
      Any
      Class X Certificate.

    


    “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 or the Seller, acceptable to the Trustee or the Securities
      Administrator, as applicable, except that any opinion of counsel relating to
      (a)
      the qualification of any REMIC created hereunder as a REMIC or (b) compliance
      with the REMIC Provisions must be an opinion of Independent
      counsel.

    


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

     

    
      
        	
                Class
                  B-1

              	
                5.50%

              
	
                Class
                  B-2

              	
                3.30%

              
	
                Class
                  B-3

              	
                2.20%

              
	
                Class
                  B-4

              	
                1.45%

              
	
                Class
                  B-5

              	
                0.80%

              
	
                Class
                  B-6

              	
                0.35%

              


      

    

    


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

    
      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          



      

    

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

    


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

    


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

    


    “OTS”:
      The
      Office of Thrift Supervision.

    


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

    


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

    


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

    


    (i) The
      Pass-Through Rate for the Class A Certificates with respect to any Distribution
      Date shall equal the lesser of (i) One-Month LIBOR plus 0.1800% per annum
      (0.3600% per annum after the Call Option Date), (ii) the Net WAC Cap for
      that Distribution Date and (iii) 10.50% per annum. 

    


    (ii) The
      Pass-Through Rate for the Class X Certificates with respect to any Distribution
      Date shall equal the excess, if any, of (1) the Net WAC Cap of the Mortgage
      Loans minus (2)
      a
      rate equal to the product of (a) the interest accrued on the Class
      A,
      Class B-1, Class B-2 and Class B-3 Certificates
      during the related Accrual Period multiplied by (b) 12, divided by the aggregate
      Class Principal Balance of the Class
      A,
      Class B-1, Class B-2 and Class B-3 Certificates
      immediately prior to the applicable Distribution Date.

    


    (iii) The
      Pass-Through Rate for the Class A-R Certificates with respect to any
      Distribution Date shall equal the Net WAC of the Mortgage Loans for that
      Distribution Date.

    


    (iv) 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 0.3500%
      per
      annum (0.5250% per annum after the Call Option Date), (ii) the Net WAC Cap
      for that Distribution Date and (iii) 10.50% per annum.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    (v) 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 0.5000%
      per
      annum (0.7500% per annum after the Call Option Date), (ii) the Net WAC Cap
      for that Distribution Date and (iii) 10.50% per annum. 

    


    (vi) 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 1.5000%
      per
      annum (2.2500% per annum after the Call Option Date), (ii) the Net WAC Cap
      for that Distribution Date and (iii) 10.50% per annum. 

    


    (vii) The
      Pass-Through Rate for the Class B-4, Class B-5 and Class B-6 Certificates with
      respect to any Distribution Date shall equal the Net WAC of the Mortgage Loans
      for that Distribution Date.

    


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

    


    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    (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 Securities Administrator
      or any affiliate of the Securities Administrator or for which the Securities
      Administrator or any of its affiliates acts as an adviser as long as such fund
      is rated in at least the second highest rating category each of the Rating
      Agencies, if so rated; and the Securities Administrator 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 the Residual Certificate other than a Disqualified Organization
      or
      a non-U.S. Person.

    


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

    


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

    


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

    
      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          



      

    

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

    


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

    


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

    


    “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. 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
      Distribution Amount”:
      With
      respect to 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 Valuation or Debt Service Reductions) by the related
      Servicer or the Master 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, deposited to the
      Distribution Account during the related Prepayment Period, (c) the
      principal portion of any related Substitution Adjustments 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 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 other than Recoveries, (f) all Principal Prepayments in part
      or in full on Mortgage Loans applied by the Servicers or the Master Servicer
      during the related Prepayment Period, (g) all Recoveries received during the
      Prepayment Period and (h) on the Distribution Date on which the Trust is to
      be
      terminated pursuant to Section 10.01 hereof, that portion of the Termination
      Price in respect of principal.

    


    “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.

    
      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          



      

    

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

    


    “Private
      Placement Memorandum”:
      The
      Private Placement Memorandum dated December 11, 2006 relating to the initial
      sale of the Class B-4, Class B-5 and Class B-6 Certificates.

    


    “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 Senior Certificates and the Class B-1, Class B-2
      and
      Class B-3 Certificates.

    


    “Prospectus
      Supplement”:
      The
      Prospectus Supplement dated December 11, 2006 relating to the offering of the
      Senior Certificates and the Class B-1, Class B-2 and Class B-3
      Certificates.

    


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

    


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

    
      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          



      

    

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

    


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

    


    “Record
      Date”:
      With
      respect to each Distribution Date 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
      Class A, Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
      Class B-6 Certificate.

    


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

    
      


      
        
          
          

        

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

    


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

    


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

    
      


      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Required
      Reserve Fund Deposit”:
      With
      respect to the Class X Certificates and any Distribution Date, an amount equal
      to the lesser of (i) the Current Interest for the Class X Certificates for
      such
      Distribution Date and (ii) the amount required to bring the balance on deposit
      in the Basis Risk Reserve Fund up 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 payments made pursuant to the Yield
      Maintenance Agreement).

    
      


      
        
          
          

        

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

    


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

    


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

    


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

    


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

    


    “S&P”:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., 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., or its successor in interest, or any successor securities
      administrator appointed as herein provided.

    


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

    
      


      
        
          
          

        

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

    


    “Senior
      Certificate”:
      Any
      one of the Class A, Class X or Class A-R Certificates.

    


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

    


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

    


    “Senior
      Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction (which
      shall not be greater than 100%) the numerator of which is the aggregate of
      the
      Class Principal Balances of the Classes of Senior Certificates immediately
      prior
      to such Distribution Date and the denominator of which is the Pool Balance
      for
      that Distribution Date.

    


    “Senior
      Prepayment Percentage”:
      With
      respect to any Distribution Date before the Distribution Date in December 2016,
      100%. Except as provided herein, the Senior Prepayment Percentage for any
      Distribution Date occurring on or after the tenth anniversary of the first
      Distribution Date will be as follows: (i) from December 2016 through
      November 2017, the Senior Percentage plus 70% of the Subordinate Percentage
      for
      that Distribution Date; (ii) from December 2017 through
      November 2018, the Senior Percentage plus 60% of the Subordinate Percentage
      for
      that Distribution Date; (iii) from December 2018 through
      November 2019, the Senior Percentage plus 40% of the Subordinate Percentage
      for
      that Distribution Date; (iv) from December 2019 through
      November 2020, the Senior Percentage plus 20% of the Subordinate Percentage
      for
      that Distribution Date; and (v) from and after December 2020, the Senior
      Percentage for that Distribution Date; provided,
      however, that
      there shall be no reduction in the Senior Prepayment Percentage on a
      Distribution Date unless the Step Down Conditions are satisfied with respect
      to
      such Distribution Date; and provided,
      further,
      that if
      on any Distribution Date occurring on or after the Distribution Date in December
      2020, the Senior Percentage exceeds the initial Senior Percentage, the Senior
      Prepayment Percentage for that Distribution Date will again equal 100%.


    


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

    


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

    


    (1) the
      Senior Percentage of all amounts described in clauses (a) through (d) and clause
      (h) of the definition of “Principal Distribution Amount” for that Distribution
      Date;

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

    

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

    


    
      	 	
              (x)

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

            


    

    


    
      	 	
              (y)

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

            


    

    


    (3) the
      Senior Prepayment Percentage of the amounts described in clauses (f) and (g)
      of
      the definition of “Principal Distribution Amount” for that Distribution
      Date.

    


    “Servicer”:
      Each
      of Downey, First Republic and GMAC as primary servicers of the Mortgage Loans
      as
      set forth and as individually defined in the Mortgage Loan Schedule hereto
      and
      any successors thereto.

    


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

    


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

    


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

    


    “Servicing
      Agreement”:
      Each
      reconstituted servicing agreement set forth on Exhibit M 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.

    


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

    
      


      
        
          
          

        

        
          35

          
            

          

        

        
          
          



      

    

    “Servicing
      Fee Rate”:
      With
      respect to each Mortgage Loan, the per annum rate of 0.375%. 

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

        
          36

          
            

          

        

        
          
          



      

    

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

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    
      	 	
              ·

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

            


    

    


    “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 Custodian, the Credit Risk Manager, the Trustee or
      the
      Securities Administrator.

    


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

    


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

    


    “Subordinate
      Prepayment Percentage”:
      With
      respect to any Distribution Date, the difference between 100% and the Senior
      Prepayment Percentage for that Distribution Date.

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

    “Subordinate
      Principal Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the sum of:

    


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

    


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

    


    (3) the
      Subordinated Prepayment Percentage of all amounts described in clause (f) of
      the
      definition of “Principal Distribution Amount” for that Distribution
      Date;

    


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

    


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

    


    “10-K
      Filing Deadline”:
      As
      defined in Section 3.19(b).

    


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

    


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

    


    “Transaction
      Addendum Harborview 2006-13”:
      The
      transaction addendum dated as of December 13, 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.

    
      


      
        
          
          

        

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

    


    “Trust”:
      HarborView Mortgage Loan Trust 2006-13, the trust created
      hereunder.

    


    “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 of
      the Servicing Agreements; (vii) the Basis Risk Reserve Fund, the Final Maturity
      Reserve Fund, the Yield Maintenance Account and the Collateral Account; (viii)
      the rights of the Trust Fund under the Yield Maintenance Agreements; and (ix)
      all proceeds of the foregoing. Notwithstanding the foregoing, however, the
      Trust
      Fund specifically excludes (1) all payments and other collections of
      interest and principal due on the Mortgage Loans on or before the Cut-Off Date
      and principal received before the Cut-Off Date (except any principal collected
      as part of a payment due after the Cut-Off Date) and (2) all income and
      gain realized from Permitted Investments of funds on deposit in the Distribution
      Account.

    


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

    


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

    


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

    
      


      
        
          
          

        

        
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    “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.

    


    “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. 98% of the voting rights shall be allocated among the Classes
      of Regular Certificates (other than the Class A-R, Class P and Class X
      Certificates), pro
      rata,
      based
      on a fraction, expressed as a percentage, the numerator of which is the Class
      Principal Balance of such Class and the denominator of which is the aggregate
      of
      the Class Principal Balances then outstanding; 1% of the voting rights shall
      be
      allocated to the Holders of the Class X Certificates and 1% of the voting rights
      shall be allocated to the Holder of the Class A-R Certificate; provided,
      however,
      that
      when none of the Regular Certificates is outstanding, 100% of the voting rights
      shall be allocated to the Holder of the Class A-R Certificate. The voting rights
      allocated to a Class of Certificates shall be allocated among all Holders of
      such Class, pro
      rata,
      based
      on a fraction the numerator of which is the Certificate Principal Balance or
      Certificate Notional Balance, as applicable, of each Certificate of such Class
      and the denominator of which is the Class Principal Balance or Class Notional
      Balance, as applicable, of such Class; provided,
      further,
      that
      any Certificate registered in the name of the Master Servicer, the Securities
      Administrator or the Trustee or any of their respective affiliates shall not
      be
      included in the calculation of Voting Rights. The 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 4.04, which shall be entitled “Yield Maintenance Account, Wells Fargo
      Bank, N.A., as Securities Administrator for Deutsche Bank National Trust
      Company, as Trustee, in trust for the registered Holders of HarborView Mortgage
      Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-13” and which
      must be an Eligible Account.

    


    “Yield
      Maintenance Agreement”:
      The
      interest rate cap agreement by and between the Yield Maintenance Provider and
      the Securities Administrator, on behalf of the Trust Fund, including the ISDA
      Master Agreement between the Yield Maintenance Provider and the Securities
      Administrator, the schedule thereto and the related confirmation (Ref. No.
      FXHMLT613A), dated as of December 13, 2006, a copy of which is attached as
      Exhibit X hereto. 

    


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

    


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

    


    “Yield
      Maintenance Payments”:
      The
      payment remitted to the Securities Administrator by the Yield Maintenance
      Provider under any Yield Maintenance Agreement.

    


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

     

    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.

    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      II

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

    SECTION
      2.01. Conveyance
      of Mortgage Loans.

    


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

    


    On
      or
      prior to the Closing Date, the Depositor shall cause the Yield Maintenance
      Provider to enter into the Yield Maintenance Agreement with the Securities
      Administrator. 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, and deliver the Yield Maintenance Agreements.
      

    


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

    


    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, including all rights of the Seller under the Servicing
      Agreements to the extent assigned in the Mortgage Loan Purchase Agreement.
      The
      Trustee hereby accepts such assignment, and shall be entitled to exercise all
      rights of the Depositor under the Mortgage Loan Purchase Agreement and all
      rights of the Seller under each Servicing Agreement as if, for such purpose,
      it
      were the Depositor or the Seller, as applicable, including the Seller’s right to
      enforce remedies for breaches of representations and warranties and delivery
      of
      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.

    
      


      
        
          
          

        

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

    


    
      	 	
              (i)

            	
              the
                original Mortgage Note, endorsed either on its face or by allonge
                attached
                thereto in blank or in the following form: “Pay to the order of Deutsche
                Bank National Trust Company, as Trustee for HarborView Mortgage Loan
                Trust
                Mortgage Loan Pass-Through Certificates, Series 2006-13, without
                recourse”, or with respect to any lost Mortgage Note, an original Lost
                Note Affidavit stating that the original mortgage note was lost,
                misplaced
                or destroyed, together with a copy of the related mortgage note;
                provided,
                however,
                that such substitutions of Lost Note Affidavits for original Mortgage
                Notes may occur only with respect to Mortgage Loans the aggregate
                Cut-Off
                Date Principal Balance of which is less than or equal to 2% of the
                Cut-Off
                Date Aggregate Principal Balance;

            


    

    


    
      	 	
              (ii)

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

            


    

    


    
      	 	
              (iii)

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

            


    

    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (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 2006-13, without
                recourse;”

            


    

    


    
      	 	
              (v)

            	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original copy of any intervening Assignment showing a complete chain
                of
                assignments, or, in the case of an intervening Assignment that has
                been
                lost, a written Opinion of Counsel (delivered at the Seller’s expense)
                acceptable to the Trustee 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 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 2006-13. 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.

    
      


      
        
          
          

        

        
          44

          
            

          

        

        
          
          



      

    

    The
      Trustee (or the Custodian on its behalf) 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 (or the Custodian on its behalf), 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 (or the Custodian on its behalf), promptly
      upon receipt thereof, any other documents constituting a part of a Mortgage
      File
      received with respect to any Mortgage Loan sold to the Depositor by the Seller,
      including, but not limited to, any original documents evidencing an assumption
      or modification of any Mortgage Loan.

    


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

    


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

     

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

    
      


      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      2.02. Acceptance
      by Trustee.

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

        
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    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 is hereby authorized and directed by the Depositor to execute and
      deliver Transaction Addendum Harborview 2006-13 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, the Trustee shall promptly notify such Originator of such
      defect, missing document or breach and request that such Originator deliver
      such
      missing document or cure such defect or breach within 90 days from the date
      that
      the Seller was notified of such missing document, defect or breach, and if
      such
      Originator does not deliver such missing document or cure such defect or breach
      in all material respects during such period, the Trustee shall enforce such
      Originator’s obligation under the related Purchase Agreement and cause such
      Originator to repurchase that Mortgage Loan from the Trust Fund at the
      Repurchase Price (as defined in the related Purchase Agreement) on or prior
      to
      the Determination Date following the expiration of such 90 day period. It is
      understood and agreed that the obligation of the related Originator to cure
      or
      to repurchase or to substitute for (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 on behalf of the
      Certificateholders.

    


    (b) 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
      Seller of any representation, warranty or covenant under the Mortgage Loan
      Purchase Agreement or in Section 2.04 or Section 2.08 hereof in respect of
      any Mortgage Loan which materially adversely affects the value of that Mortgage
      Loan or the interest therein of the Certificateholders, the Trustee 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 (or
      the Custodian on its behalf), upon receipt of written certification from the
      Seller or related Originator of the related deposit in the Distribution Account,
      shall release to the Seller or the related Originator, as applicable, the
      related Mortgage File and shall execute and deliver such instruments of transfer
      or assignment, in each case without recourse, as the Seller or the related
      Originator, as applicable, shall furnish to it and as shall be necessary to
      vest
      in the Seller or the related Originator, as applicable, any Mortgage Loan
      released pursuant hereto and the Trustee (or the Custodian on its behalf) shall
      have no further responsibility with regard to such Mortgage File (it being
      understood that the Trustee (or the Custodian on its behalf) shall have no
      responsibility for determining the sufficiency of such assignment for its
      intended purpose). In lieu of repurchasing any such Mortgage Loan as provided
      above, the Seller may cause such Mortgage Loan to be removed from the Trust
      Fund
      (in which case it shall become a Deleted Mortgage Loan) and substitute one
      or
      more Qualified Substitute Mortgage Loans in the manner and subject to the
      limitations set forth in Section 2.03(d) below. It is understood and agreed
      that
      the obligation of the Seller to cure or to repurchase or to substitute for
      (or,
      with respect to any costs and damages incurred by the Trust Fund in connection
      with any violation of any anti-predatory or anti-abusive lending laws, indemnify
      for) any Mortgage Loan as to which a document is missing, a material defect
      in a
      constituent document exists or as to which such a breach has occurred and is
      continuing shall constitute the sole remedy against the Seller respecting such
      omission, defect or breach available to the Trustee on behalf of the
      Certificateholders.

    


    (d) Notwithstanding
      anything to the contrary set forth above, with respect to any breach by the
      Seller of a representation or warranty made by the Seller herein or in the
      Mortgage Loan Purchase Agreement that materially and adversely affects the
      value
      of a Mortgage Loan or the Mortgage Loans or the interest therein of the
      Certificateholders, if the Seller would not be in breach of such representation
      or warranty but for a breach by the related Originator of a representation
      and
      warranty made by such Originator in the related Purchase Agreement, then related
      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.

    
      


      
        
          
          

        

        
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    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. As to any Deleted
      Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage
      Loan or Loans, such substitution shall be effected by the Seller delivering
      to
      the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
      Note, the Mortgage, the Assignment to the Trustee, and such other documents
      and
      agreements, with all necessary endorsements thereon, as are required by Section
      2.01 hereof, together with an Officers’ Certificate stating that each such
      Qualified Substitute Mortgage Loan satisfies the definition thereof and
      specifying the Substitution Adjustment (as described below), if any, in
      connection with such substitution; provided,
      however,
      that, in
      the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage
      Loan,
      the Seller shall provide such documents and take such other action with respect
      to such Qualified Substitute Mortgage Loans as are required pursuant to Section
      2.01 hereof. The Trustee (or the Custodian on its behalf), shall acknowledge
      receipt for such Qualified Substitute Mortgage Loan or Loans and, within five
      Business Days thereafter, shall review such documents as specified in Section
      2.02 hereof and deliver to the related Servicer, with respect to such Qualified
      Substitute Mortgage Loan or Loans, a certification substantially in the form
      attached hereto as Exhibit G-2, with any exceptions noted thereon. Within 180
      days of the date of substitution, the Trustee (or the Custodian on its behalf),
      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
      Custodian, the Master Servicer and the Securities Administrator. Upon such
      substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
      part of the Trust Fund and shall be subject in all respects to the terms of
      this
      Agreement and, in the case of a substitution effected by the Seller, the
      Mortgage Loan Purchase Agreement, including, in the case of a substitution
      effected by the Seller all representations and warranties thereof included
      in
      the Mortgage Loan Purchase Agreement and all representations and warranties
      thereof set forth in Section 2.04 hereof, in each case as of the date of
      substitution.

    
      


      
        
          
          

        

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

    


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

    


    (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.

    
      


      
        
          
          

        

        
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    (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, the Trustee shall first request
      that
      the Originator cure such breach or repurchase such Mortgage Loan and if the
      Originator fails to cure such breach or repurchase such Mortgage Loan within
      60
      days of receipt of such request from the Trustee, the Trustee shall then request
      that the Seller cure such breach or repurchase such Mortgage Loans.

     

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

    


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

    


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

    


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

    


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

    
      


      
        
          
          

        

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

    


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

     

    SECTION
      2.05. [Reserved].

     

    SECTION
      2.06. Representations
      and Warranties of the Depositor.

    


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

    


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

    


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

    


    
      
        
        

      

      
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    (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

    


    (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.

     

    
      
        
        

      

      
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    SECTION
      2.07. Issuance
      of Certificates.

    


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

     

    SECTION
      2.08. Representations
      and Warranties of the Seller.

    


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

    


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

    


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

    


    
      
        
        

      

      
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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.

    


    (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.

    


    
      
        
        

      

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

    


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

    


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

     

    SECTION
      2.09. Covenants
      of the Seller.  

    


    The
      Seller hereby covenants that, except for the transfer hereunder, the Seller
      will
      not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
      therein; the Seller will notify the Trustee, as assignee of the Depositor,
      and
      the Master Servicer of the existence of any lien on any Mortgage Loan
      immediately upon discovery thereof, and the Seller will defend the right, title
      and interest of the Trustee, as assignee of the Depositor, in, to and under
      the
      Mortgage Loans, against all claims of third parties claiming through or under
      the Seller; provided,
      however,
      that
      nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller
      from suffering to exist upon any of the Mortgage Loans any liens for municipal
      or other local taxes and other governmental charges if such taxes or
      governmental charges shall not at the time be due and payable or if the Seller
      shall currently be contesting the validity thereof in good faith by appropriate
      proceedings and shall have set aside on its books adequate reserves with respect
      thereto.
      The
      Seller shall, within 30 days after the Closing Date, provide the Trustee, the
      Servicer, the Certificate Insurer, the Securities Administrator and the
      Depositor a complete list of each party to the HarborView Mortgage Loan Trust
      2006-13 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. The Master Servicer shall reconcile the results of
      its
      Mortgage Loan monitoring with the actual remittances of the Servicers to the
      related Servicing Account pursuant to the applicable Servicing
      Agreements.

    
      


      
        
          
          

        

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

    


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

    
      


      
        
          
          

        

        
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    SECTION
      3.02. REMIC-Related
      Covenants. 

    


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

     

    SECTION
      3.03. Monitoring
      of Servicers.

     

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

    


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

     

    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 a copy of such policy and fidelity
      bond upon request.

    


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

    
      


      
        
          
          

        

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

    


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

     

    SECTION
      3.07. Release
      of Mortgage Files. 

     

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

    
      


      
        
          
          

        

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

     

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

     

    (a) The
      Master Servicer shall transmit and each Servicer (to the extent required by
      the
      related Servicing Agreement) shall transmit to the Trustee (or Custodian) such
      documents and instruments coming into the possession of the Master Servicer
      or
      such Servicer from time to time as are required by the terms hereof or, in
      the
      case of the Servicers, by the applicable Servicing Agreement, to be delivered
      to
      the Trustee (or Custodian). Any funds received by the Master Servicer or by
      a
      Servicer in respect of any Mortgage Loan or which otherwise are collected by
      the
      Master Servicer or by a Servicer as Liquidation Proceeds, Insurance Proceeds
      or
      Recoveries in respect of any Mortgage Loan shall be held for the benefit of
      the
      Trust Fund and the Certificateholders, subject to the Master Servicer’s right to
      retain or withdraw from the Distribution Account the Master Servicing Fee,
      any
      additional compensation pursuant to Section 3.14 and any other amounts provided
      in this Agreement, and to the right of each Servicer to retain its Servicing
      Fee
      and any other amounts as provided in the applicable Servicing Agreement. The
      Master Servicer shall, and (to the extent provided in the applicable Servicing
      Agreement) shall cause each Servicer to, provide access to information and
      documentation regarding the Mortgage Loans to the Trustee, their respective
      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.

    
      


      
        
          
          

        

        
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    (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.

     

    SECTION
      3.09. Standard
      Hazard Insurance and Flood Insurance Policies

     

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

    


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

     

    SECTION
      3.10. Presentment
      of Claims and Collection of Proceeds. 

    


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

    
      


      
        
          
          

        

        
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    SECTION
      3.11. Maintenance
      of the Primary Insurance Policies. 

     

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

    


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

     

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

    


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

    
      


      
        
          
          

        

        
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    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

    


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

     

    SECTION
      3.14. Additional
      Compensation to the Master Servicer. 

    


    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.

     

    SECTION
      3.15. REO
      Property. 

     

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

     

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

     

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

    
      


      
        
          
          

        

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

     

    SECTION
      3.16. Assessments
      of Compliance and Attestation Reports.

     

    (a) Assessments
      of Compliance.

    


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

    


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

    


    
      
        
        

      

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

    


    (iv) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from 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 (to the extent it is also acting as custodian) or any
      Servicing Function Participant engaged by such party is terminated, assigns
      its
      rights and obligations under or resigns pursuant to the terms of this Agreement,
      or any other applicable agreement, as the case may be, such party shall provide
      a report on assessment of compliance pursuant to this Section 3.16(a) or to
      such
      other applicable agreement, notwithstanding any such termination, assignment
      or
      resignation.

    


    (b) Attestation
      Reports.

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    
      


      
        
          
          

        

        
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    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.

     

    SECTION
      3.18. Sarbanes-Oxley
      Certification. 

    


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

     

    SECTION
      3.19. Reports
      Filed with Securities and Exchange Commission.

    


    (a) Reports
      Filed on Form 10-D. 

    


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

    


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit R hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the HarborView Mortgage Loan Trust 2006-13 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 U hereto (an “Additional
      Disclosure Notification”) and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-D Disclosure on Form 10-D. The Seller will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      in Form 10-D pursuant to this paragraph.

    


    (iii) After
      preparing the Form 10-D, the Securities Administrator shall, no later than
      10
      calendar days after the related Distribution Date, forward electronically a
      copy
      of the Form 10-D to the Depositor and McKee Nelson LLP (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two Business Days
      after receipt of such copy, but no later than the 12th
      calendar
      day after the Distribution Date (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, 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 related
      Servicing Agreement, (i) an annual compliance statement for each Servicer,
      the
      Master Servicer and the Securities Administrator and any Servicing Function
      Participant engaged by such parties (a “Reporting Servicer”) as described under
      Section 3.17 and in such other agreement, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Reporting Servicer,
      as
      described under Section 3.16(a), and (B) if any Reporting Servicer’s report on
      assessment of compliance with servicing criteria described under Section 3.16(a)
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any Reporting Servicer’s report on assessment
      of compliance with servicing criteria described under Section 3.16(a) is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Reporting
      Servicer, as described under Section 3.16(b), and (B) if any registered public
      accounting firm attestation report described under Section 3.16(b) identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (iv) a Sarbanes-Oxley Certification as described in Section 3.18 (provided,
      however, that the Securities Administrator, at its discretion, may omit from
      the
      Form 10-K any annual compliance statement, assessment of compliance or
      attestation report that is not required to be filed with such Form 10-K pursuant
      to Regulation AB). Any disclosure or information in addition to (i) through
      (iv)
      above that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be reported by the parties set forth on Exhibit O to the
      Depositor and Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

    


    
      
        
        

      

      
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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 2006-13 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 3.19(b) related to the timely
      preparation, execution and filing of Form 10-K is contingent upon such parties
      (and any Additional Servicer or Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 3.19(b), Section 3.18, Section 3.17, Section 3.16(a) and Section
      3.16(b). Neither the Master Servicer nor the Securities Administrator shall
      have
      any liability for any loss, expense, damage or claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      10-K, where such failure results from the Securities Administrator’s inability
      or failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    


    
      
        
        

      

      
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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 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 T hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than the close of business (New
      York City time) on the 2nd Business Day after the occurrence of a Reportable
      Event (i) the parties to the HarborView Mortgage Loan Trust 2006-13 transaction
      shall be required to provide to the Securities Administrator and the Depositor,
      to the extent known by a responsible officer thereof, in EDGAR-compatible form
      (which may be Word or Excel documents easily convertible to EDGAR format),
      or in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Form 8-K Disclosure Information,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Form 8-K Disclosure Information. The Seller will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Securities Administrator in connection with including any Form 8-K Disclosure
      Information in Form 8-K pursuant to this paragraph.

    


    
      
        
        

      

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

    


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

    


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

    


    2. 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 will, upon receipt of all required Form 8-K
      Disclosure Information and upon the approval and direction of the Depositor,
      include such disclosure information on the next Form 10-D. In the event that
      any
      previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with
      any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or
      any
      Form 8-K Disclosure Information or any amendment to such disclosure (other
      than
      for purposes 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-KA, 10-D/A or 10-K/A. Any
      Form
      15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly
      authorized representative of the Master Servicer. Any Form 10-K amendment shall
      be signed by a senior officer of the Master Servicer in charge of the master
      servicing function. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of their
      respective duties under this Section 3.19(d) related to the timely preparation,
      execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
      10-D or 10-K is contingent upon each such party performing its duties under
      this
      Section. Neither the Master Servicer nor the Securities Administrator shall
      have
      any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file any
      such
      Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 15, Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
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    Any
      notice or notification required to be delivered by the Securities Administrator
      to the Depositor pursuant to this Section 3.19, may be delivered via facsimile
      to (203) 618-2596 or telephonically by calling (203) 618-4284, 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
      jenkim@mckeenelson.com and to RBSGC@mckeenelson.com
      or such
      other address as may be provided by the Depositor’s counsel from time to
      time. 

     

    SECTION
      3.20. Additional
      Information. 

    


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

     

    SECTION
      3.21. Intention
      of the Parties and Interpretation. 

    


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

    
      


      
        
          
          

        

        
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    SECTION
      3.22. Indemnification.

    


    Each
      party required to deliver an assessment of compliance and attestation report
      pursuant to Section 3.16 or any additional disclosure pursuant to Section 3.19
      and including the Depositor, the Master Servicer, the Securities Administrator,
      the Trustee 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 Custodian) attestation delivered by or on behalf of it, or by any
      Servicing Function Participant engaged by it, pursuant to this Agreement, or
      (z)
      any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
      8-K
      Disclosure Information concerning such party and provided by it,
      or (c)
      the negligence, bad faith or willful misconduct of such Item 1122 Responsible
      Party in connection with its performance hereunder relating to its obligations
      as an Item 1122 Responsible Party. If the indemnification provided for herein
      is
      unavailable or insufficient to hold harmless the Master Servicer, the Securities
      Administrator, the Depositor or the Seller, as the case may be, then each Item
      1122 Responsible Party agrees that it shall contribute to the amount paid or
      payable by the Securities Administrator, the Master Servicer and the Depositor,
      as applicable, as a result of any claims, losses, damages or liabilities
      incurred by the Securities Administrator, the Master Servicer or the Depositor
      in such proportion as is appropriate to reflect the relative fault of the
      Securities Administrator, the Master Servicer or the Depositor on the one hand
      and such Item 1122 Responsible Party on the other. This indemnification shall
      survive the termination of this Agreement or the termination of any party to
      this Agreement.

    
      


      
        
          
          

        

        
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    SECTION
      3.23. [Reserved].

     

    SECTION
      3.24. Closing
      Opinion of Counsel. 

    


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

     

    SECTION
      3.25. [Reserved]. 

     

    SECTION
      3.26. Merger
      or Consolidation of the Master Servicer.

     

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

    


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

     

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


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

    
      


      
        
          
          

        

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

    


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

     

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

    


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

     

    (a) 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.

     

    (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.

    
      


      
        
          
          

        

        
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    (c) The
      Master Servicer, the Trustee (in its individual corporate capacity and as
      Trustee), the Custodian (including for such purpose, the Trustee acting in
      its
      capacity as Custodian) and any director, officer, employee or agent of the
      Master Servicer, the Trustee or the Custodian 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 any Servicing Agreement or the transactions contemplated hereby
      or thereby (except, with respect to the Master Servicer, to the extent that
      the
      Master Servicer is indemnified by the Servicer thereunder), other than (i)
      with
      respect to the Master Servicer only, any such loss, liability or expense related
      to the Master Servicer’s failure to perform its duties in compliance with this
      Agreement or (ii) with respect to the Master Servicer or Custodian only, any
      such loss, liability or expense incurred by reason of the Master Servicer’s or
      the Custodian’s willful misfeasance, bad faith or gross negligence in the
      performance of its own duties hereunder or by reason of reckless disregard
      of
      its own obligations and duties hereunder or under a custodial
      agreement.

     

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

     

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

    


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

     

    SECTION
      3.29. Master
      Servicer Not to Resign. 

    


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

    
      


      
        
          
          

        

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

    


    In
      connection with the appointment of any successor master servicer or the
      assumption of the duties of the Master Servicer, the Trustee may make such
      arrangements for the compensation of such successor master servicer out of
      payments on the Mortgage Loans as the Trustee and such successor master servicer
      shall agree which in no case shall exceed the Master Servicing Fee. If the
      successor master servicer does not agree that the proposed compensation is
      fair,
      such successor master servicer shall obtain two quotations of market
      compensation from third parties actively engaged in the servicing of
      single-family mortgage loans; provided,
      however,
      that
      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.

     

    SECTION
      3.31. Sale
      and Assignment of Master Servicing.

    


    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in their entirety as Master Servicer under this Agreement, with
      the
      written consent of the Depositor, which consent shall not be unreasonably
      withheld 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 or any custodial agreement from and after the effective
      date of such agreement; (ii) each Rating Agency shall be given prior written
      notice of the identity of the proposed successor to the Master Servicer and
      each
      Rating Agency’s ratings of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee 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.

    
      


      
        
          
          

        

        
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          SECTION
            3.32. Reporting
            Requirements of the Commission

           

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

           

          SECTION
            3.33. Duties
            of the Credit Risk Manager.

           

          (a) The
            Certificateholders, by their purchase and acceptance of the Certificates,
            appoint Clayton Fixed Income Services Inc., formerly known as The Murrayhill
            Company, 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 Premium Amounts with respect to the Mortgage Loans. Such reports
            and
            recommendations will be based upon information provided pursuant to a
            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.

          


          (b) On
            or
            about the 15th calendar day of each month, the Credit Risk Manager shall
            have
            prepared and shall make available to the Depositor, the Securities Administrator
            and each Certificateholder, the following reports (each such report to
            be made
            in a format compatible with EDGAR filing requirements):

          


          (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
            V-1;

           

          
            
              
              

            

            
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          (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 related Servicer as Realized Losses, except those for
            which the
            related 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 V-2;

          


          (iii) Prepayment
            Premiums Report:
            A
            summary of Prepayment Premium Amounts assessed or waived by the related
            Servicer. The Prepayment Premiums Report shall be presented in substantially
            the
            same format attached hereto as Exhibit V-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 V-4.

          


          The
            Credit Risk Manager shall make such reports and any additional information
            reasonably requested by the Depositor available each month to
            Certificateholders, the Securities Administrator 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 2006-13.” The Securities
            Administrator shall not have any obligation to review such reports or
            otherwise
            monitor or supervise the activities of the Credit Risk Manager.

          


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

          


          Except
            as
            provided pursuant to Section 3.35, 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.

          


          
            
              
              

            

            
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          SECTION
            3.35. Indemnification
            by the Credit Risk Manager.

          


          The
            Credit Risk Manager agrees to indemnify the Depositor, the Securities
            Administrator, the Master Servicer and the Trustee, and each of their
            respective
            directors, officers, employees and agents and the Trust Fund and hold
            each of
            them harmless from and against any losses, damages, penalties, fines,
            forfeitures, legal fees and expenses and related costs, judgments, and
            any other
            costs, fees and expenses that any of them may sustain arising out of
            or based
            upon the engagement of any Subcontractor in violation of Section 3.13(e)
            or any
            failure by the Credit Risk Manager to deliver any information, report,
            certification, accountants’ letter or other material when and as required under
            this Agreement, including any report under Sections 3.19(a) or (b).

          


          SECTION
            3.36. 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 Premium 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 applicable Servicer Remittance Date, each Servicer
            shall
            withdraw or shall cause to be withdrawn from the related Servicing Account
            and
            shall immediately remit or cause to be remitted to the Securities Administrator
            for deposit into the Distribution Account, amounts representing the following
            collections and payments (other than with respect to principal of or
            interest on
            the Mortgage Loans due on or before the Cut-off Date) with respect to
            each of
            the Mortgage Loans it is servicing:

          


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

          


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

          


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

          


          (iv) Recoveries
            received by the Servicers with respect to such Mortgage Loans; 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 related Servicing Agreement.
            

          


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

           

          
            
              
              

            

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

          


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

          


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

          


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

          


          
            
              
              

            

            
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          (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 and the Certificateholders in accordance with the terms and provisions
            of
            this Agreement. The requirements for crediting the Distribution Account
            shall be
            exclusive, it being understood and agreed that, without limiting the
            generality
            of the foregoing, payments in the nature of (i) late payment charges
            or
            assumption fees, tax service fees, statement account charges or payoff
            charges,
            substitution, satisfaction, release and other like fees and charges (including
            all Prepayment Premium Amounts, unless specified in the related Servicing
            Agreement) and (ii) the items enumerated in Subsections 4.03(a)(i), (ii),
            (iii),
            (iv), (vi), (vii) and (x) with respect to the Securities Administrator,
            need not
            be remitted by the Servicers to the Master Servicer or 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, 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 or to itself for the following purposes:

          


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

          


          
            
              
              

            

            
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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) or (x), as applicable, of this Subsection
            4.03(a)
            as servicing compensation on account of each defaulted scheduled payment
            on such
            Mortgage Loan if paid in a timely manner by the related Mortgagor;

          


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

          


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

          


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

          


          (viii) to
            pay
            the Master Servicer its monthly Master Servicing Fee and any 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 3.28;

          


          
            
              
              

            

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

          


          (xi) to
            reimburse the Trustee and the Securities Administrator for expenses,
            costs and
            liabilities incurred by or reimbursable to it from funds of the Trust
            Fund
            pursuant to Sections 3.27, 3.28, 8.05 or 8.10 (including those related
            to the
            fees and expenses of the Custodian) and to reimburse the Trustee for
            any fees,
            costs and expenses costs 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
            remove
            amounts deposited in error; 

          


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

          


          (xv) to
            reimburse the Securities Admnistrator for expenses, costs and liabilities
            incurred by or reimbursable to it as a result of the performance of its
            duties
            under the Yield Maintenance Agreement; and

          


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

          


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

          


          (c) The
            Securities Administrator or the Master Servicer shall keep and maintain
            separate
            accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
            of
            accounting for any payments or reimbursements from the Distribution Account
            pursuant to subclauses (i) through (vii), inclusive and subclauses (ix)
            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.

           

          
            
              
              

            

            
              88

              
                

              

            

            
              
              

            

             

          

          SECTION
            4.04. Yield
            Maintenance Account.  

          

            On
              or
              prior to the Closing Date, the Securities Administrator, on behalf
              of the Trust
              Fund, shall cause to be established and maintained (a) the Yield Maintenance
              Account, into which Yield Maintenance Payments received by the Securities
              Administrator pursuant to the Yield Maintenance Agreement shall be
              deposited for
              the benefit of the LIBOR Certificates and the Class X Certificates
              as provided
              in Section 5.01 and (b) the Collateral Account, into which funds required
              to be
              held pursuant to the Credit Support Annex and received by the Securities
              Administrator pursuant to the Credit Support Annex shall be deposited.
              

            

              Amounts
                on deposit in the Yield Maintenance Account shall not be invested
                and shall not
                be held in an interest-bearing account.

               

            

          

          The
            Securities Administrator shall deposit all amounts received from the
            Yield
            Maintenance Provider under the Yield Maintenance Agreement into the Yield
            Maintenance Account immediately upon receipt. 

          
             

          

          To
            the
            extent that it constitutes a “reserve fund” for purposes of the REMIC
            Provisions, the Yield Maintenance Account established hereunder shall
            be an
“outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in
            that regard (i) such fund shall be an outside reserve fund and not an
            asset of
            any REMIC, (ii) such fund shall be owned for federal tax purposes by
            the Holders
            of the Class X Certificates, and the Holders of the Class X Certificates
            shall
            report all amounts of income, reduction, gain or loss accruing therefrom
            and
            (iii) amounts transferred by the REMIC to the fund shall be treated as
            distributed by the REMIC to the Holders of the Class X
            Certificates.

          


          The
            Securities Administrator shall terminate the Yield Maintenance Agreement
            upon
            the occurrence of an event of default or termination event under the
            related
            Yield Maintenance Agreement of which a Responsible Officer of the Securities
            Administrator has actual knowledge. In the event that a Yield Maintenance
            Agreement is canceled or otherwise terminated for any reason (other than
            the
            exhaustion of the interest rate protection provided thereby), the Securities
            Administrator shall, at the direction of Certificateholders evidencing
            Voting
            Rights representing not less than 50% of the LIBOR Certificates, and
            to the
            extent a replacement contract is available (from a counterparty designated
            by
            the Depositor and acceptable to Certificateholders evidencing Voting
            Rights
            representing not less than 50% of the LIBOR Certificates), execute a
            replacement
            contract comparable to 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 Securities 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.

           

          
            
              
                
                

              

              
                89

                
                  

                

              

              
                
                

              


              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(a)(iii). Any
                amounts on
                deposit in the Collateral Account required to be returned to the
                Yield
                Maintenance Provider (or its credit support provider) as a result
                of (i) the
                termination of the Yield Maintenance Agreement, (ii) the procurement
                of a
                guarantor, (iii) the reinstatement of required ratings or (iv) otherwise
                pursuant to the Yield Maintenance Agreement, shall be released directly
                to the
                Yield Maintenance Provider pursuant to the terms of the credit support
                annex to
                the Yield Maintenance Agreement.

               

              Upon
                the
                earlier of the Distribution Date in February 2016 and
                the
                termination of the Trust Fund, the Yield Maintenance Account shall
                be
                terminated. Upon the earlier of the Distribution Date in February
                2016 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 Securities Administrator, on behalf of
                the Trust
                Fund, shall (upon a Responsible Officer of the Securities 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 Securities Administrator,
                on behalf of
                the Trust Fund, shall (upon a Responsible Officer of the Securities
                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
            V

          


          FLOW
            OF FUNDS

          


          SECTION
            5.01. Distributions. 

          


          (a) On
            each
            Distribution Date and after making any withdrawals from the Distribution
            Account
            pursuant to Section 4.03(a), the Securities Administrator, as Paying
            Agent,
            shall withdraw funds on deposit in the Distribution Account to the extent
            of
            Available Funds for such Distribution Date based on the Distribution
            Date
            Statement provided by the Securities Administrator and, solely with respect
            to
            distributions to be made pursuant to Section 5.01(a)(iii), shall withdraw
            from the Yield Maintenance Account the Yield Maintenance Distributable
            Amount
            for such Distribution Date, and shall withdraw from the Basis Risk Reserve
            Fund
            make the following disbursements and transfers as set forth below:

          


          (i) the
            Available Funds 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)

                  	
                    for
                      deposit in the Final Maturity Reserve Account, the Final Maturity
                      Reserve
                      Amount, if any, for that Distribution
                      Date;

                  


          

          


          
            	 	
                    (B)

                  	
                    to
                      the Class A-R, Class A and Class X Certificates, the related
                      Current
                      Interest for that date, pro
                      rata,
                      based on the Current Interest to which each such Class is entitled;
                      provided,
                      however,
                      that on each Distribution Date, the Current Interest for the
                      Class X
                      Certificates up to the Required Reserve Fund Deposit shall
                      be deposited in
                      the Basis Risk Reserve Fund and shall not be distributed to
                      the Class X
                      Certificates; 

                  


          

          


          
            	 	
                    (C)

                  	
                    an
                      amount equal to the Senior Principal Distribution Amount for
                      that date, as
                      follows, concurrently:

                  


          

          


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

          


          (ii) second,
            to the
            Class A Certificates, until the Class Principal Balance of such Class
            is reduced
            to zero; 

          


          
            
              
              

            

            
              90

              
                

              

            

            
              
              

            

             

          

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

          


          
            	 	
                    (A)

                  	
                    to
                      the Class B-1 Certificates, the related Current Interest for
                      that
                      date;

                  


          

          


          
            	 	
                    (B)

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

                  


          

          


          
            	 	
                    (C)

                  	
                    to
                      the Class B-2 Certificates, the related Current Interest for
                      that
                      date;

                  


          

          


          
            	 	
                    (D)

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

                  


          

          


          
            	 	
                    (E)

                  	
                    to
                      the Class B-3 Certificates, the related Current Interest for
                      that
                      date;

                  


          

          


          
            	 	
                    (F)

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

                  


          

          


          
            	 	
                    (G)

                  	
                    to
                      the Class B-4 Certificates, the related Current Interest for
                      that
                      date;

                  


          

          


          
            	 	
                    (H)

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

                  


          

          


          
            	 	
                    (I)

                  	
                    to
                      the Class B-5 Certificates, the related Current Interest for
                      that
                      date;

                  


          

          


          
            	 	
                    (J)

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

                  


          

          


          
            	 	
                    (K)

                  	
                    to
                      the Class B-6 Certificates, the related Current Interest for
                      that date;
                      

                  


          

          


          
            	 	
                    (L)

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

                  


          

          


          
            
              
              

            

            
              91

              
                

              

            

            
              
              

            

             

          

          
            	 	
                    (M)

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

                  


          

          


          (iii) first,
            from
            the Yield Maintenance Account, and second,
            from
            (a)
            the Basis Risk Reserve Fund, to the Class A, Class B-1, Class B-2 and
            Class B-3
            Certificates, sequentially, in that order, any related Basis Risk Shortfall
            for
            each such Class and such Distribution Date and then, to the Class X
            Certificates;

          


          (iv) the
            Available Funds remaining after giving effect to the distributions specified
            in
            subsections (i) through (iii) above then remaining, will be distributed
            to the
            Holder of the Class A-R Certificate.

          


          On
            the
            Distribution Date following the optional purchase of the Mortgage Loans
            by the
            Master Servicer pursuant to Section 10.01(a), Available Funds shall be
            applied
            in the amounts and in the order specified above, except that no amounts
            will
            distributed pursuant to Section 5.01(a)(iv) above and any Premium Proceeds
            shall be distributed to the Class X Certificates.

          


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

          


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

          


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

          


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

           

          
            
              
                
                

              

              
                92

                
                  

                

              

              
                
                

              



          

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

          


          (iii) to
            the
            Class A and Class X Certificates,
            pro
            rata,
            any
            Current Interest for such Classes remaining unpaid on such Distribution
            Date;


          


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

          


          (v) to
            the
            remaining Final Maturity Reserve Amounts after payment pursuant to clauses
            (i)
            through (iv) above, to the Class X Certificates.

          


          (g) Distributions
            from Yield Maintenance Account.
            On each
            Distribution Date, the Securities Administrator shall withdraw from the
            Yield
            Maintenance Account the Yield Maintenance Distributable Amount with respect
            to
            the Yield Maintenance Agreement then on deposit therein and distribute
            on such
            Distribution Date such amounts in accordance with the priority set forth
            in
            Section 5.01(a)(iii).

          


          (h) Distributions
            on the Class P Certificates.
            On each
            Distribution Date, the Securities Administrator shall distribute the
            Class P
            Distributable Amount to the Holders of the Class P Certificates.

          


          
            
              
              

            

            
              93

              
                

              

            

            
              
              

            

             

          

          SECTION
            5.02. [Reserved].

          


          SECTION
            5.03. Allocation
            of Realized Losses. 

          


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

          


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

          


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

          


          second,
            to the
            Class A Certificates, until the Class Principal Balance of such Class
            is reduced
            to zero.

          


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

          


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

          


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

          


          SECTION
            5.04. Statements. 

          


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

          


          
            
              
              

            

            
              94

              
                

              

            

            
              
              

            

             

          

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

          


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

          


          (iii) the
            Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage
            and
            Subordinate Prepayment Percentage for the following Distribution
            Date;

          


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

          


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

          


          (vi) 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;


          


          (vii) the
            Net
            WAC and applicable Net WAC Cap at the Close of Business at the end of
            the
            related Due Period;

          


          (viii) the
            aggregate Principal Balance of the Six-Month LIBOR Indexed Mortgage Loans
            at the
            Close of Business at the end of the related Due Period;

          


          (ix) 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) the
            aggregate Prepayment Premium Amounts for the related Prepayment
            Period;

          


          (xi) the
            number and aggregate unpaid principal balance of 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, in each case, using the MBA method;

          


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

          


          (xiii) the
            aggregate amount of Principal Prepayments made during the related Prepayment
            Period;

          


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

          


          
            
              
              

            

            
              95

              
                

              

            

            
              
              

            

             

          

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

          


          (xvi) the
            Current Interest in respect of each Class of Certificates, for such Distribution
            Date and the portion thereof, if any, remaining unpaid following the
            distributions made in respect of such Certificates on such Distribution
            Date;

          


          (xvii) the
            aggregate amount of any Net Interest Shortfalls for such Distribution
            Date after
            giving effect to any distributions made thereon, on such Distribution
            Date;

          


          (xviii) the
            Available Funds;

          


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

          


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

          


          (xxi) current
            and cumulative Recoveries for such Distribution Date;

          


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

          


          (xxiii) the
            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;

          


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

          


          (xxv) the
            amount of any Class P Distributable Amount for such Distribution
            Date.

          


          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 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.

          
            


            
              
                
                

              

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

          


          In
            addition to the information listed above, such Distribution Date Statement
            or
            the report on Form 10-D for such Distribution Date shall also include
            any other
            information required by Item 1121 (§ 229.1121) of Regulation AB.

          


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

          


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

          


          SECTION
            5.05. Remittance
            Reports; Advances. 

          


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


          


          (b) If
            the
            Monthly Payment on a Mortgage Loan that was due on a related Due Date
            and is
            delinquent, other than as a result of application of the Relief Act,
            and for
            which the related Servicer was required to make an advance pursuant to
            the
            related Servicing Agreement exceeds the amount deposited in the Distribution
            Account which will be used for an advance with respect to such Mortgage
            Loan,
            the Master Servicer will deposit in the Distribution Account not later
            than the
            Business Day immediately preceding the related Distribution Date an amount
            equal
            to such deficiency, net of the Servicing Fee and the Master Servicing
            Fee, for
            such Mortgage Loan except to the extent the Master Servicer determines
            any such
            Advance to be Nonrecoverable from Liquidation Proceeds, Insurance Proceeds
            or
            future payments on the Mortgage Loan for which such Advance was made.
            Subject to
            the foregoing, the Master Servicer shall continue to make such Advances
            through
            the date that 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 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 applicable 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 LIBOR Certificates,
            the
            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. For the convenience of
            the
            Securities Administrator, the Basis Risk Reserve Fund may be a separate
            subaccount of a single account established by the Securities Administrator.
            The
            Basis Risk Reserve Fund shall be an asset of any REMIC established
            hereby.

          


          (b) On
            each
            Distribution Date, the Current Interest that would otherwise be distributable
            with respect to the Class X Certificates shall instead be deposited in
            the Basis
            Risk Reserve Fund to the extent of the Required Reserve Fund
            Deposit.

          


          (c) On
            any
            Distribution Date for which a Basis Risk Shortfall exists with respect
            to any
            class of LIBOR Certificates, the Securities Administrator, as Paying
            Agent,
            shall withdraw from the Basis Reserve Fund the amount on deposit therein
            and
            distribute it pursuant to Section 5.01(a)(iii).

          


          (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 X Certificateholders. The Class X 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 X Certificateholder(s)
            shall
            be liable for any losses incurred on such investments. In the absence
            of written
            instructions from the Class X Certificateholder as to investment of funds
            on
            deposit in the Basis Risk Reserve Fund, such funds shall be invested
            in money
            market funds as specified by the Depositor and as described in clause
            (vi) of
            the definition of Permitted Investments in Article I. 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 X Certificateholders.

          


          
            
              
              

            

            
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          (e) Except
            as
            provided expressly hereunder, the Securities Administrator shall have
            no
            obligation to invest and reinvest cash held in the Basis Risk Reserve
            Fund in
            the absence of timely and specific written investment direction from
            the
            Depositor. In no event shall the Securities Administrator be liable for
            the
            selection of investments or for investment losses incurred thereon. The
            Securities Administrator shall have no liability in respect of losses
            incurred
            as a result of the liquidation of any investment prior to its stated
            maturity or
            the failure of the Depositor to provide timely written investment
            direction.

          


          (f) The
            Securities Administrator or its Affiliates are permitted to receive additional
            compensation that could be deemed to be in the Securities Administrator’s
            economic self interest for (i) serving as investment advisor, administrator,
            shareholder servicing agent, custodian or sub-custodian with respect
            to certain
            Permitted Investments, (ii) using Affiliates to effect transactions in
            certain
            Permitted Investments and (iii) effecting transactions in certain Permitted
            Investments. The Securities Administrator does not guarantee the performance
            of
            any Permitted Investment.

          


          (g) Upon
            termination of the Trust Fund any amounts remaining in the Basis Risk
            Reserve
            Fund shall be distributed to the Holders of the Class X
            Certificates.

          


          SECTION
            5.08. Recoveries.

          


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

          


          (i) first,
            the Class Principal Balance of the Class A Certificates will be increased
            up to
            the amount by which Net Realized Losses previously allocated to such
            Class
            exceeds the amount of Recoveries for such Distribution Date previously
            distributed to such Class, and 

          


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

          


          
            
              
              

            

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

          


          SECTION
            5.09. 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 LIBOR Certificates. 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 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)(i)(A).
            The
            Securities Administrator shall distribute the funds in the Final Maturity
            Reserve Account pursuant to Sections 5.01(f).

          


          (c) Funds
            in
            the Final Maturity Reserve Account shall be invested in Permitted Investments
            at
            the written direction of the Holders of the Class X Certificates. Any
            earnings
            on such amounts shall be distributed pursuant to Sections 5.01(f). The
            Class X
            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 X Certificateholders shall be liable for any losses incurred on
            such
            investments. In the absence of written instructions from the Class X
            Certificateholders as to investment of funds on deposit in the Final
            Maturity
            Reserve Account, such funds shall remain uninvested.

          


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

          


          (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 X Certificateholder and as having
            received the amount of the principal payment from the Class X 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).

          


          
            
              
              

            

            
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          ARTICLE
            VI

          


          THE
            CERTIFICATES

          


          SECTION
            6.01. The
            Certificates.

          


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

          


          The
            Certificates shall be executed on behalf of the Trust by manual or facsimile
            signature on behalf of the Securities Administrator by a Responsible
            Officer.
            Certificates bearing the manual or facsimile signatures of individuals
            who were,
            at the time when such signatures were affixed, authorized to sign on
            behalf of
            the Securities Administrator 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 Securities
            Administrator 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
            Regular Certificates shall be Book-Entry Certificates. The Class P and
            Class A-R
            Certificates shall be Physical Certificates.

          


          The
            Class
            B-4, Class B-5 and Class B-6 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 Exhibit C (each, a “Restricted Global
            Security”) or (ii) outside the United States in reliance on Regulation S under
            the 1933 Act, and shall be issued initially in the form of one or more
            permanent
            global Certificates in definitive, fully registered form without interest
            coupons with the applicable legends set forth in Exhibit C hereto (each,
            a
“Regulation S Global Security”), which shall be deposited on behalf of the
            subscribers for such Certificates represented thereby with the Securities
            Administrator, as custodian for DTC and registered in the name of a nominee
            of
            DTC, duly executed by the Securities Administrator and authenticated
            by the
            Certificate Registrar as hereinafter provided. The aggregate principal
            amounts
            of the Restricted Global Securities or Regulation S Global Securities,
            as
            applicable, may from time to time be increased or decreased by adjustments
            made
            on the records of the Certificate Registrar and DTC or its nominee, as
            the case
            may be, as hereinafter provided.

          
            


            
              
                
                

              

              
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          The
            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 Exhibit D or (ii) outside the United States in reliance
            on
            Regulation S under the 1933 Act, and shall be issued initially in the
            form of
            one or more permanent global Certificates in definitive, fully registered
            form
            without interest coupons with the applicable legends set forth in Exhibit
            D-2
            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 amount of
            the 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.

          


          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
            shall
            execute, and the Certificate Registrar shall authenticate and deliver,
            in the
            name of the designated transferee or transferees, one or more new Certificates
            of the same aggregate Percentage Interest.

          


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

          
            


            
              
                
                

              

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

          


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

          


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

          
            


            
              
                
                

              

              
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          (d) No
            transfer, sale, pledge or other disposition of any Private Certificate,
            other
            than a Private Certificate sold in an offshore transaction in reliance
            on
            Regulation S, shall be made unless such disposition is exempt from the
            registration requirements of the 1933 Act, and any applicable state securities
            laws or is made in accordance with the 1933 Act and laws. Any Private
            Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or
            (7) under the 1933 Act shall be issued only in the form of one or more
            Definitive Certificates and the records of the Certificate Registrar
            (and solely
            in the case of the Class B-4, Class B-5 and Class B-6 Certificates, DTC
            or its
            nominee) shall be adjusted to reflect the transfer of such Definitive
            Certificates. In the event of any transfer of any Private Certificate
            in the
            form of a Definitive Certificate, (i) the transferee shall certify (A)
            such
            transfer is made to a Qualified Institutional Buyer in reliance upon
            Rule 144A
            (as evidenced by an investment letter delivered to the Certificate Registrar,
            in
            substantially the form attached hereto as Exhibit J-2) under the 1933
            Act, or
            (B) such transfer is made to an “accredited investor” under Rule 501(c)(1), (2),
            (3) or (7) under the 1933 Act (as evidenced by an investment letter delivered
            to
            the Certificate Registrar, in substantially the form attached hereto
            as Exhibit
            J-1, and, if so required by the Certificate Registrar and the Depositor,
            a
            written Opinion of Counsel (which may be in-house counsel) acceptable
            to and in
            form and substance reasonably satisfactory to the Certificate Registrar
            and the
            Depositor, delivered to the Certificate Registrar and the Depositor stating
            that
            such transfer may be made pursuant to an exemption, including a description
            of
            the applicable exemption and the basis therefor, from the 1933 Act or
            is being
            made pursuant to the 1933 Act, which Opinion of Counsel shall not be
            an expense
            of the Trust, the Trustee, the Certificate Registrar, the Master Servicer,
            the
            Securities Administrator or the Depositor) or (ii) the Certificate Registrar
            shall require the transferor to execute a transferor certificate and
            the
            transferee to execute an investment letter acceptable to and in form
            and
            substance reasonably satisfactory to the Depositor and the Certificate
            Registrar
            certifying to the Depositor and the Certificate Registrar the facts surrounding
            such transfer, which investment letter shall not be an expense of the
            Trust, the
            Trustee, the Certificate Registrar, the Master Servicer, the Securities
            Administrator or the Depositor. Each Holder of a Private Certificate
            desiring to
            effect such transfer shall, and does hereby agree to, indemnify the Trustee,
            the
            Certificate Registrar, the Securities Administrator, the Seller and the
            Depositor against any liability that may result if the transfer is not
            so exempt
            or is not made in accordance with such federal and state laws.

          


          In
            the
            case of a Class B-4, Class B-5 or Class B-6 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 Class B-4,
            Class B-5 or Class B-6 Certificate that is also a Book-Entry Certificate
            (or the
            acceptance by a Certificate Owner of the beneficial interest in such
            Certificate).

          


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

          
            


            
              
                
                

              

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

          


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

          


          No
            transfer of an ERISA-Restricted Certificate in the form of a Definitive
            Certificate shall be made unless the Certificate Registrar shall have
            received
            either (i) a representation from the transferee of such Certificate,
            acceptable
            to and in form and substance satisfactory to the Certificate Registrar
            and the
            Depositor (such requirement is satisfied only by the Certificate Registrar’s
            receipt of a representation letter from the transferee substantially
            in the form
            of Exhibit I-1 or I-2, as applicable, hereto), to the effect that such
            transferee is not an employee benefit plan subject to Section 406 of
            ERISA or a
            plan or arrangement subject to Section 4975 of the Code (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, the Depositor
            or
            the Trust, addressed to the Certificate Registrar, to the effect that
            the
            purchase and holding of such ERISA-Restricted Certificate in the form
            of a
            Definitive Certificate will not result in a non-exempt prohibited transaction
            under Section 406 of ERISA or Section 4975 of the Code and will not subject
            the
            Trustee, the Certificate Registrar, the Master Servicer, the Servicers,
            the
            Securities Administrator or the Depositor to any obligation in addition
            to those
            expressly undertaken in this Agreement or to any liability. Notwithstanding
            anything else to the contrary herein, any purported transfer of an
            ERISA-Restricted Certificate in the form of a Definitive Certificate
            to an
            employee benefit plan subject to ERISA or Section 4975 of the Code without
            the
            delivery to the Certificate Registrar of an Opinion of Counsel satisfactory
            to
            the Certificate Registrar as described above shall be void and of no
            effect.


          
            


            
              
                
                

              

              
                105

                
                  

                

              

              
                
                

              



          

          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 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 Certificate are eligible for exemptive relief under
            Prohibited
            Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or
            PTCE 96-23 or the non-fiduciary service provider exemption under Section
            408(b)(17) of ERISA or some other applicable exemption. Notwithstanding
            anything
            else to the contrary herein, any purported transfer of an ERISA-Restricted
            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 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.

          
            


            
              
                
                

              

              
                106

                
                  

                

              

              
                
                

              



          

          If
            any
            ERISA-Restricted 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 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 Certificate that is
            in fact not
            permitted by this Section or for making any payments due on such Certificate
            to
            the Holder thereof or taking any other action with respect to such Holder
            under
            the provisions of this Agreement so long as the transfer was registered
            by the
            Certificate Registrar in accordance with the foregoing
            requirements.

          


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

          


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

          


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

          


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

          


          
            
              
              

            

            
              107

              
                

              

            

            
              
              

            

             

          

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

          


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

          


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

          


          
            
              
              

            

            
              108

              
                

              

            

            
              
              

            

             

          

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

          


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

          


          (f) Notwithstanding
            any provision to the contrary herein, so long as a Restricted Global
            Security or
            Regulation S Global Security, as applicable, representing any Class B-4,
            Class
            B-5 or Class B-6 Certificates remains outstanding and is held by or on
            behalf of
            the Depository, transfers of a Restricted Global Security or Regulation
            S Global
            Security, as applicable, representing the Certificates, in whole or in
            part,
            shall only be made in accordance with Section 6.01 and this Section
            6.02(f).

          


          (i) Subject
            to clauses (ii) and (iii) of this Section 6.02(f), transfers of a Restricted
            Global Security or Regulation S Global Security, as applicable, representing
            any
            Class B-4, Class B-5 or Class B-6 Certificates shall be limited to transfers
            of
            such a Restricted Global Security or Regulation S Global Security, as
            applicable, in whole, but not in part, to nominees of the Depository
            or to a
            successor of the Depository or such successor’s nominee.

          


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

          


          
            
              
              

            

            
              109

              
                

              

            

            
              
              

            

             

          

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

          


          (iv) Other
            Exchanges.
            In the
            event that a Restricted Global Security or Regulation S Global Security,
            as
            applicable, is exchanged for Certificates in definitive registered form
            without
            interest coupons, such Certificates may be exchanged for one another
            only in
            accordance with such procedures as are substantially consistent with
            the
            provisions above (including certification requirements intended to insure
            that
            such transfers comply with Rule 144A, comply with Rule 501(a)(1), (2),
            (3) or
            (7) or are to non-U.S. Persons in compliance with Regulation S under
            the
            Securities Act, as the case may be) and as may be from time to time adopted
            by
            the Depositor and the Certificate Registrar.

          


          
            
              
              

            

            
              110

              
                

              

            

            
              
              

            

             

          

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

          


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

          


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

          


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

          


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

          


          SECTION
            6.04. Persons
            Deemed Owners.

          


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

          


          
            
              
              

            

            
              111

              
                

              

            

            
              
              

            

             

          

          SECTION
            6.05. Appointment
            of Paying Agent.

          


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

          


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

           

          ARTICLE
            VII

          


          DEFAULT

          


          SECTION
            7.01. Events
            of Default. 

          


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

          


          (i) the
            failure by the Master Servicer to (A) make any Advance on the Business
            Day
            immediately preceding the related Distribution Date or (B) to deposit
            in the
            Distribution Account any deposit required to be made under the terms
            of this
            Agreement, and in either case such failure continues unremedied for a
            period of
            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 3.18, respectively);
            or

          


          
            
              
              

            

            
              112

              
                

              

            

            
              
              

            

             

          

          (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;

          


          then,
            and
            in each and every such case, so long as an Event of Default shall not
            have been
            remedied within the applicable grace period, the Trustee shall, at the
            written
            direction of the Holders of Certificates evidencing Voting Rights aggregating
            not less than 51%, or at its option may, by notice then given in writing
            to the
            Master Servicer, terminate all of the rights and obligations of the Master
            Servicer as servicer under this Agreement. Any such notice to the Master
            Servicer shall also be given to each Rating Agency, the Depositor, 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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          (b) The
            Securities Administrator shall not later than the close of business on
            the
            Business Day immediately preceding the related Distribution Date notify
            the
            Trustee in writing of the Master Servicer’s failure to make any Advance required
            to be made under this Agreement on such date and the amount of such Advance.
            By
            no later than 10:00 A.M. (Chicago time) on the relevant Distribution
            Date, the
            Securities Administrator shall notify the Trustee of the continuance
            of such
            failure or that the Master Servicer has made the Advance, as the case
            may be.
            Notwithstanding the terms of the Event of Default described in clause
            (i)(A) of
            Section 7.01(a), the Trustee, upon receipt of written notice on the Distribution
            Date from the Securities Administrator of the continuance of the failure
            of the
            Master Servicer to make an Advance 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
            Holders) receives a notice of termination pursuant to Section 7.01, the
            Trustee
            shall be the successor in all respects to the Master Servicer in its
            capacity as
            servicer under this Agreement and the transactions set forth or provided
            for
            herein and shall be subject to all the responsibilities, duties and liabilities
            relating thereto placed on the Master Servicer by the terms and provisions
            hereof arising on and after its succession. As compensation therefor,
            the
            Trustee shall be entitled to such compensation as the Master Servicer
            would have
            been entitled to hereunder if no such notice of termination had been
            given.
            Notwithstanding the above, (i) if the Trustee is unwilling to act as
            successor
            Master Servicer or (ii) if the Trustee is legally unable so to act, the
            Trustee
            shall appoint or petition a court of competent jurisdiction to appoint,
            any
            established housing and home finance institution, bank or other mortgage
            loan or
            home equity loan servicer having a net worth of not less than $15,000,000
            as the
            successor to the Master Servicer hereunder in the assumption of all or
            any part
            of the responsibilities, duties or liabilities of the Master Servicer
            hereunder;
            provided, that the appointment of any such successor Master Servicer
            shall not
            result in the qualification, reduction or withdrawal of the ratings assigned
            to
            the Certificates by each Rating Agency as evidenced by a letter to such
            effect
            from each Rating Agency. Pending appointment of a successor to the Master
            Servicer hereunder, unless the Trustee is prohibited by law from so acting,
            the
            Trustee shall act in such capacity as hereinabove provided. In connection
            with
            such appointment and assumption, the successor shall be entitled to receive
            compensation out of payments on Mortgage Loans in an amount equal to
            the
            compensation which the Master Servicer would otherwise have received
            hereunder.
            The appointment of a successor Master Servicer shall not affect any liability
            of
            the predecessor Master Servicer which may have arisen under this Agreement
            prior
            to its termination as Master Servicer to pay any deductible under an
            insurance
            policy pursuant to Section 3.09 or to indemnify the Trustee pursuant
            to Section
            3.27), nor shall any successor Master Servicer be liable for any acts
            or
            omissions of the predecessor Master Servicer or for any breach by such
            Master
            Servicer of any of its representations or warranties contained herein
            or in any
            related document or agreement. The Trustee and such successor shall take
            such
            action, consistent with this Agreement, as shall be necessary to effectuate
            any
            such succession. 

          


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

          


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

          


          
            
              
              

            

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

          


          SECTION
            7.04. Notification
            to Certificateholders.

          


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

          


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

          


          ARTICLE
            VIII

          


          THE
            TRUSTEE AND THE SECURITIES ADMINISTRATOR

          


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

          


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

          
            


            
              
                
                

              

              
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          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 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.

          


          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 December 2026) and the Certificateholders from funds
            in the
            Distribution Account, the Basis Risk Reserve Fund 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 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, pursuant
            to
            the provisions of this Agreement, unless such Certificateholders shall
            have
            offered to the Trustee or the Securities Administrator, respectively,
            reasonable
            security or indemnity satisfactory to it against the costs, expenses
            and
            liabilities which may be incurred therein or thereby; the right of the
            Trustee
            to perform any discretionary act enumerated in this Agreement shall not
            be
            construed as a duty, and the Trustee shall not be answerable for other
            than its
            negligence or willful misconduct in the performance of any such
            act;

          


          
            
              
              

            

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

          


          The
            recitals contained herein and in the Certificates (other than the authentication
            of the Securities Administrator on the Certificates) shall be taken as
            the
            statements of the Depositor or the Seller, and neither the Trustee nor
            the
            Securities Administrator assumes any responsibility for the correctness
            of the
            same. Neither the Trustee nor the Securities Administrator makes any
            representations or warranties as to the validity or sufficiency of this
            Agreement or of the Certificates (other than with respect to the Securities
            Administrator, the signature and authentication of the Securities Administrator
            on the Certificates) or of any Mortgage Loan or related document or of
            MERS or
            the MERS System. The Trustee shall not be accountable for the use or
            application
            by the Master Servicer or the Securities Administrator, or for the use
            or
            application of any funds paid to the Master Servicer in respect of related
            Mortgage Loans or deposited in or withdrawn from the Distribution Account
            by the
            Master Servicer or the Securities Administrator. Neither the Trustee
            nor the
            Securities Administrator shall at any time have any responsibility or
            liability
            for or with respect to the legality, validity and enforceability of any
            Mortgage
            or any Mortgage Loan, or the perfection and priority of any Mortgage
            or the
            maintenance of any such perfection and priority, or for or with respect
            to the
            sufficiency of the Trust Fund or 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, any Servicer or any Mortgagor; any action of the Master
            Servicer (other than as to the Securities Administrator, if it is also
            the
            Master Servicer, and as to the Trustee, if the Trustee shall assume the
            duties
            of the Master Servicer pursuant to Section 7.02 hereof), or in the case
            of the
            Trustee, the Securities Administrator or any Servicer taken in the name
            of the
            Trustee; the failure of the Master Servicer or any Servicer to act or
            perform
            any duties required of it as agent or on behalf of the Trustee or the
            Trust Fund
            hereunder; or any action by the Trustee taken at the instruction of the
            Master
            Servicer (other than if the Trustee shall assume the duties of the Master
            Servicer pursuant to Section 7.02 hereof, and then only for the actions
            of the
            Trustee as the successor Master Servicer); provided,
            however,
            that
            the foregoing shall not relieve the Trustee of its obligation to perform
            its
            duties under this Agreement, including, without limitation, the Trustee’s duty
            to review the Mortgage Files, if so required pursuant to Section 2.01
            of this
            Agreement. 

          


          
            
              
              

            

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

          


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

          


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

          


          The
            Trustee (including in its capacity as 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 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
            3.19 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,
            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 Custodian
            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 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. If such entity publishes reports
            of
            condition at least annually, pursuant to law or to the requirements of
            the
            aforesaid supervising or examining authority, then for the purposes of
            this
            Section 8.06, the combined capital and surplus of such entity shall be
            deemed to
            be its combined capital and surplus as set forth in its most recent report
            of
            condition so published. The principal office of the Trustee (other than
            the
            initial Trustee) shall be in a state with respect to which an Opinion
            of Counsel
            has been delivered to such Trustee at the time such Trustee is appointed
            Trustee
            to the effect that the Trust Fund will not be a taxable entity under
            the laws of
            such state. In case at any time the Trustee or the Securities Administrator
            shall cease to be eligible in accordance with the provisions of this
            Section
            8.06, the Trustee or the Securities Administrator, as applicable shall
            resign
            immediately in the manner and with the effect specified in Section 8.07
            hereof.

          


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

          


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

          


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

          


          
            
              
              

            

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

          


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

          


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

          


          SECTION
            8.08. Successor
            Trustee and Successor Securities Administrator.

          


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

          


          
            
              
              

            

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

          


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

          


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

          


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

          


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

          


          Notwithstanding
            any other provisions of this Agreement, at any time, for the purpose
            of meeting
            any legal requirements of any jurisdiction in which any part of the Trust
            Fund
            or any Mortgaged Property may at the time be located, the Depositor and
            the
            Trustee acting jointly shall have the power, and the Trustee shall, and
            shall
            instruct the Depositor to, execute and deliver all instruments to appoint
            one or
            more Persons, approved by the Trustee to act as co-trustee or co-trustees,
            jointly with the Trustee, or separate trustee or separate trustees, at
            the
            expense of the Trust Fund, of all or any part of the Trust Fund, and
            to vest in
            such Person or Persons, in such capacity and for the benefit of the
            Certificateholders, such title to the Trust Fund, or any part thereof,
            and,
            subject to the other provisions of this Section 8.10, such powers, duties,
            obligations, rights and trusts as the 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;

          


          
            
              
              

            

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

          


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

          


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

          


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

          


          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.

          
            


            
              
                
                

              

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

          


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

          


          SECTION
            8.13. Suits
            for Enforcement.

          


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

          


          
            
              
              

            

            
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          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 appoint one or more custodians to hold all or a portion of
            the
            related Mortgage Files as agent for the Trustee, by entering into a custodial
            agreement. The custodian may at any time be terminated and a substitute
            custodian appointed therefor by the Trustee. Subject to this Article
            VIII, the
            Trustee agrees to comply with the terms of each custodial agreement and
            to
            enforce the terms and provisions thereof against the custodian for the
            benefit
            of the Certificateholders having an interest in any Mortgage File held
            by such
            custodian. Each custodian shall be a depository institution or trust
            company
            subject to supervision by federal or state authority, shall have combined
            capital and surplus of at least $15,000,000 and shall be qualified to
            do
            business in the jurisdiction in which it holds any Mortgage File. The
            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). The Custodian shall also be entitled to the benefits of Section
            3.27
            hereof. The initial Custodian of the Mortgage Loans shall be Deutsche
            Bank
            National Trust Company.

          


          
            
              SECTION
                8.17. Limitation
                of Liability of Trustee and Administrator; Indemnification.

            

          

          


          The
            Securities Administrator shall not at any time have any responsibility
            or
            liability for or with respect to the legality, validity and enforceability
            of
            the Yield Maintenance Agreement. The Securities Administrator shall not
            have any
            liability for any failure or delay in payments to it which are required
            under
            the Yield Maintenance Agreement where such failure or delay is due to
            the
            failure of delay of the Yield Maintenance Provider in making such payment
            to the
            Securities Administrator pursuant to the Yield Maintenance Agreement.
            In
            addition, notwithstanding anything to the contrary in the Yield Maintenance
            Agreement, the Securities 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 Securities Administrator by Greenwich
            Capital Markets, Inc. The Securities Administrator and its 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 Securities Administrator of its duties
            or
            obligations under the Yield Maintenance Agreement except to the extent
            that the
            same is due to the Securities Administrator’s negligence, willful misconduct or
            fraud.

          


          
            
              
              

            

            
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          ARTICLE
            IX

          


          REMIC
            ADMINISTRATION

          


          SECTION
            9.01. REMIC
            Administration.

          


          (a) As
            set
            forth in the Preliminary Statement to this Agreement, two REMIC elections
            shall
            by 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.

          


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

          


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

          


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

          
            


            
              
                
                

              

              
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          (e) The
            Securities Administrator shall perform on behalf of each REMIC created
            hereunder
            all reporting and other tax compliance duties that are the responsibility
            of
            each such REMIC under the Code, the REMIC Provisions or other compliance
            guidance issued by the Internal Revenue Service or any state or local
            taxing
            authority. Among its other duties, if required by the Code, the REMIC
            Provisions
            or other such guidance, the Securities Administrator, shall provide (i)
            to the
            Treasury or other governmental authority such information as is necessary
            for
            the application of any tax relating to the transfer of the Residual Certificate
            to any disqualified organization and (ii) to the Certificateholders such
            information or reports as are required by the Code or REMIC Provisions.
            The
            Securities Administrator, however, shall have no information or other
            tax
            reporting obligations with respect to the Final Maturity Reserve
            Trust.

          


          (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 have received an Opinion of
            Counsel (at
            the expense of the party seeking to take such action) to the effect that
            the
            contemplated action will not result in an Adverse REMIC Event. In addition,
            prior to taking any action with respect to any REMIC created hereunder
            or the
            assets therein, or causing any such REMIC to take any action which is
            not
            expressly permitted under the terms of this Agreement, any Holder of
            the
            Residual Certificate will consult with the Trustee, the Master Servicer,
            the
            Securities Administrator or their 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 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.

          
            


            
              
                
                

              

              
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          (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 Basis Risk Reserve Fund
            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 X Certificates are the owners of the Basis Risk
            Reserve
            Fund and the Yield Maintenance Account. 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 X 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.

          


          (l) 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 X 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
            X
            Certificates) shall be treated for federal income tax purposes as payments
            made
            by the Class X Certificateholder in exchange for an interest in the Certificates
            then owned by such beneficial owners.

          


          (m) For
            federal income tax purposes, upon any sale of the property held by the
            Trust
            Fund pursuant to Section 10.01(a) 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 A-R 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 and the Trustee
            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,
            (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 1% of the Cut-off Date Aggregate Principal
            (the
“Call Option Date”), the Master Servicer (in such context, the “Terminator”),
            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 (x) the Terminator, (y) the Holders
            of a
            majority in Percentage Interest of the Class X Certificates and (z) if
            the
            Holders of the Regular 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 or Servicing Fees allocable to such Mortgage
            Loans
            and REO Properties and all amounts, if any, then due and owing to the
            Trustee,
            the Master Servicer and the Securities Administrator under this Agreement,
            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. 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 X 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 X 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 X 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. 

          
            


            
              
                
                

              

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

          


          (b) Notice
            of
            any termination pursuant to the second paragraph of Section 10.01(a),
            specifying
            the Distribution Date (which shall be a date that would otherwise be
            a
            Distribution Date) upon which the Certificateholders may surrender their
            Certificates to the 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 Certificate Registrar
            and
            the Yield Maintenance Counterparty 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 Securities
            Administrator shall terminate the Distribution Account and any other
            account or
            fund maintained with respect to the Certificates, subject to the Securities
            Administrator’s obligation hereunder to hold all amounts payable to
            Certificateholders in trust without interest pending such payment. 

          
            


            
              
                
                

              

              
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          (c) Upon
            presentation and surrender of the Certificates, the Securities Administrator,
            as
            Paying Agent shall cause to be distributed to the Holders of the Certificates
            on
            the Distribution Date for such final distribution, in proportion to the
            Percentage Interests of their respective Class and to the extent that
            funds are
            available for such purpose, an amount equal to the amount required to
            be
            distributed to such Holders in accordance with the provisions of
            Section 5.01 hereof for such Distribution Date.

          


          (d) In
            the
            event that all Certificateholders shall not surrender their Certificates
            for
            final payment and cancellation on or before such Final Distribution Date,
            the
            Securities Administrator shall promptly following such date cause all
            funds in
            the Distribution Account not distributed in final distribution to
            Certificateholders to be withdrawn therefrom and credited to the remaining
            Certificateholders by depositing such funds in a separate account for
            the
            benefit of such Certificateholders, and within six months, the Securities
            Administrator shall give a second written notice to the remaining
            Certificateholders to surrender their Certificates for cancellation and
            receive
            the final distribution with respect thereto. If within nine months after
            the
            second notice all the Certificates shall not have been surrendered for
            cancellation, the Master Servicer shall be entitled to all unclaimed
            funds and
            other assets which remain subject hereto, and the Securities Administrator
            upon
            transfer of such funds shall be discharged of any responsibility for
            such funds,
            and the Certificateholders shall look to the Master Servicer for
            payment.

          


          SECTION
            10.02. Additional
            Termination Requirements.

          


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

          


          (i) The
            Trustee, at the direction of the Securities Administrator shall sell
            any
            remaining assets of the Trust Fund to HarborView Mortgage Loan Trust
            2006-13 or
            its designee or Wells Fargo Bank, N.A., or its designee, as the case
            may be, for
            cash and, within 90 days of such sale, the Securities Administrator shall
            distribute to (or credit to the account of) the Certificateholders the
            proceeds
            of such sale together with any cash on hand (less amounts retained to
            meet
            claims) in complete liquidation of the Trust Fund and each REMIC created
            hereunder; and

          


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

          


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

          


          
            
              
              

            

            
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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, without the consent of the Certificateholders, (i) to cure any
            ambiguity, (ii) to correct or supplement any provisions herein which may be
            defective or inconsistent with any other provisions herein, (iii) to make
            any other provisions with respect to matters or questions arising under
            this
            Agreement, which shall not be inconsistent with the provisions of this
            Agreement, or (iv) to conform the terms hereof to the description thereof
            provided in the Prospectus 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 list 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, the Credit Risk Manager and the
            Trustee
            from each Rating Agency that such action will not result in the reduction
            or
            withdrawal of the rating of any outstanding Class of Certificates with
            respect
            to which it is a Rating Agency or (ii) an Opinion of Counsel to the effect
            that such amendment shall not adversely affect in any material respect
            the
            interests of any Certificateholder, is permitted by the Agreement and
            all the
            conditions precedent, if any have been complied with, delivered to the
            Master
            Servicer, the Securities Administrator and the Trustee.

          


          In
            addition, this Agreement may be amended from time to time by Seller,
            the
            Depositor, the Master Servicer, the Securities Administrator, the Credit
            Risk
            Manager and the Trustee and with the consent of the Majority Certificateholders
            for the purpose of adding any provisions to or changing in any manner
            or
            eliminating any of the provisions of this Agreement or of modifying in
            any
            manner the rights of the Holders of Certificates; and subject, in the
            case of
            any amendment or modification to Section 8.16 hereof, to the consent
            of 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 each Rating Agency.

          
            


            
              
                
                

              

              
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          Notwithstanding
            any provision of this Agreement to the contrary, the Trustee shall not
            consent
            to any amendment to this Agreement unless it shall have first received
            an
            Opinion of Counsel, delivered by and at the expense of the Person seeking
            such
            Amendment (unless such Person is the Trustee, in which case the Trustee
            shall be
            entitled to be reimbursed for such expenses by the Trust Fund pursuant
            to
            Section 8.05 hereof), to the effect that such amendment will not result
            in 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.

          


          Promptly
            after the execution of any such amendment the Trustee shall furnish,
            at the
            expense of the Person that requested the amendment if such Person is
            the Seller
            (but in no event at the expense of the Securities Administrator or the
            Trustee),
            otherwise at the expense of the Trust Fund, a copy of such amendment
            and the
            Opinion of Counsel referred to in the immediately preceding paragraph
            to the
            Master Servicer and each Rating Agency.

          


          It
            shall
            not be necessary for the consent of Certificateholders under this
            Section 12.01 to approve the particular form of any proposed amendment;
            instead it shall be sufficient if such consent shall approve the substance
            thereof. The manner of obtaining such consents and of evidencing the
            authorization of the execution thereof by Certificateholders shall be
            subject to
            such reasonable regulations as the Trustee may prescribe.

          


          The
            Trustee, the Master Servicer and the Securities Administrator may, but
            shall not
            be obligated to, enter into any amendment pursuant to this 12.01 Section
            that affects its rights, duties and immunities under this Agreement or
            otherwise.

          


          SECTION
            12.02. Recordation
            of Agreement; Counterparts.

          


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

          


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

          


          
            
              
              

            

            
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          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 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 an no direction inconsistent
            with such written request has been given the Trustee by such Certificateholder.
            It is understood and intended, and expressly covenanted by each
            Certificateholder with every other Certificateholder, the Securities
            Administrator and the Trustee, that no one or more Holders of Certificates
            shall
            have any right in any manner whatever by virtue of any provision of this
            Agreement to affect, disturb or prejudice the rights of the Holders of
            any other
            of such Certificates, or to obtain or seek to obtain priority over or
            preference
            to any other such Holder, which priority or preference is not otherwise
            provided
            for herein, or to enforce any right under this Agreement, except in the
            manner
            herein provided and for the equal, ratable and common benefit of all
            Certificateholders. For the protection and enforcement of the provisions
            of this
            Section 12.03, each and every Certificateholder and the Trustee shall be
            entitled to such relief as can be given either at law or in equity.

          


          SECTION
            12.04. Governing
            Law; 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.

          


          
            
              
              

            

            
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          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
            Securities Administrator and the Trustee in writing by the Seller, (b)
            in the
            case of the Trustee, to Deutsche Bank National Trust Company, 1761 East
            St.
            Andrew Place, Santa Ana, CA 92705-4934, Attention: HarborView 2006-13
            (telecopy
            number (714) 247-6470), with a copy to the Corporate Trust Office or
            such other
            address or telecopy number as may hereafter be furnished to the Depositor,
            the
            Master Servicer, the Securities Administrator and the Seller in writing
            by the
            Trustee, (c) in the case of the Depositor, to Greenwich Capital
            Acceptance, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830,
            Attention: Legal (telecopy number (203) 618-2132), or such other address or
            telecopy number as may be furnished to the Seller, the Master Servicer,
            the
            Securities Administrator and the Trustee in writing by the Depositor,
            (d) 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 (e) in the case of the Master Servicer or the Securities Administrator,
            for
            certificate transfer purposes, at its Corporate Trust Office and for
            all other
            purposes at P.O. Box 98, Columbia, Maryland 21046, or for overnight delivery,
            at
            9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: HarborView
            Trust
            2006-13, Facsimile no.: (410) 715-2380, or such other address or telecopy
            number
            as may be furnished to the Depositor, the Seller and the Trustee in writing
            by
            the Master Servicer or the Securities Administrator, as applicable. Any
            notice
            required or permitted to be mailed to a Certificateholder shall be given
            by
            first class mail, postage prepaid, at the address of such Holder as shown
            in the
            Certificate Register. Notice of any Event of Default shall be given by
            telecopy
            and by certified mail. Any notice so mailed within the time prescribed
            in this
            Agreement shall be conclusively presumed to have duly been given when
            mailed,
            whether or not the Certificateholder receives such notice. A copy of
            any notice
            required to be telecopied hereunder shall also be mailed to the appropriate
            party in the manner set forth above. Any notice required to be delivered
            by the
            Securities Administrator to the Depositor pursuant to Section 3.19 may
            be
            delivered by the Securities Administrator, notwithstanding any provision
            of this
            Agreement to the contrary, to Greenwich Capital Acceptance, Inc.,
            600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Mark Hagelin
            (telephone number (203) 618-2596; fax number (203) 422-4284; e-mail
            mark.hagelin@gcm.com), or such other address or telecopy number as may
            be
            furnished to the Securities Administrator in writing by the
            Depositor.

          


          SECTION
            12.06. Severability
            of Provisions.

          


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

          


          
            
              
              

            

            
              137

              
                

              

            

            
              
              

            

             

          

          SECTION
            12.07. Article
            and Section References.

          


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

          


          SECTION
            12.08. Notices
            to the Rating Agencies.

          


          (a) The
            Securities Administrator shall be obligated to use its best reasonable
            efforts
            promptly to provide notice to the Rating Agencies with respect to each
            of the
            following of which a Responsible Officer of the Securities Administrator
            has
            actual knowledge:

          


          (i) any
            material change or amendment to this Agreement;

          


          (ii) the
            occurrence of any Event of Default that has not been cured or
            waived;

          


          (iii) the
            resignation or termination of the Master Servicer, the Securities Administrator
            or the Trustee;

          


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

          


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

          


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

          


          (c) The
            Securities Administrator 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 3.05 hereof;

          


          (iii) each
            annual assessment of compliance and attestation report described in Section
            3.17
            hereof; and

          


          (iv) each
            notice delivered to the Securities Administrator 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:

          
            


            
              
                
                

              

              
                138

                
                  

                

              

              
                
                

              

            



          If
            to
            Fitch, to:

          


          Fitch
            Ratings, Inc.

          One
            State
            Street Plaza

          New
            York,
            New York 10004

          Attention:
            Residential Mortgages

          


          If
            to
            S&P, to:

          


          Standard
            & Poor’s Ratings Services,

          a
            division of The McGraw-Hill Companies, Inc.

          55
            Water
            Street

          New
            York,
            New York 10041

          Attention:
            Residential Mortgages

          


          SECTION
            12.09. Further
            Assurances.

          


          Notwithstanding
            any other provision of this Agreement, neither the Regular Certificateholders
            nor the Trustee shall have any obligation to consent to any amendment
            or
            modification of this Agreement unless they have been provided reasonable
            security or indemnity against their out-of-pocket expenses (including
            reasonable
            attorneys’ fees) to be incurred in connection therewith.

          


          SECTION
            12.10. Benefits
            of Agreement.

          


          Nothing
            in this Agreement or in the Certificates, expressed or implied, shall
            give to
            any Person, other than the Certificateholders and the parties hereto
            and their
            successors hereunder, any benefit or any legal or equitable right, remedy
            or
            claim under this Agreement.

          


          SECTION
            12.11. Acts
            of Certificateholders.

          


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

          


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

          


          
            
              
              

            

            
              139

              
                

              

            

            
              
              

            

             

          

          (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 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.

          


          


          


          [SIGNATURE
            PAGE IMMEDIATELY FOLLOWS]

          


          
            
              
              

            

            
              140

              
                

              

            

            
              
              

            

          

          


          IN
            WITNESS WHEREOF, the parties hereto have caused their names to be signed
            hereto
            by their respective officers thereunto duly authorized, all as of the
            day and
            year first above written.

          


          GREENWICH
            CAPITAL ACCEPTANCE, INC.,

          as
            Depositor

          


          By:
            /s/ Shakti Radhakishun            

                
            Name: Shakti Radhakishun

                
Title:
            Senior Vice President

          


          


          GREENWICH
            CAPITAL FINANCIAL 

          PRODUCTS,
            INC., as
            Seller

           

          
            By:
              /s/ Shakti Radhakishun            

                  
              Name: Shakti Radhakishun

                  
Title:
              Senior Vice President


          

          


          WELLS
            FARGO BANK, N.A., as Master Servicer 

          and
            as Securities Administrator

           

          
            By: 
              /s/ Graham Oglesby                
               

                  
              Name: Graham Oglesby

                  
Title:
              Assistant Vice President



           

          DEUTSCHE
            BANK NATIONAL TRUST 

          COMPANY,
            as Trustee and as Custodian

           

          
            By: 
              /s/ Karlene Benvenuto            

                  
              Name: Karlene Benvenuto

                  
Title:
              Authorized Signer

          

          


          


          CLAYTON
            FIXED INCOME SERVICES INC., 

          as
            Credit
            Risk Manager

           

          
            By: 
              /s/ John T. Andriola             
              

                  
              Name: John T. Andriola

                  
Title: 
              Authorized Representative

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    EXHIBIT
      A-1

     

    FORM
      CLASS A CERTIFICATE

     

    CLASS
      A
      CERTIFICATE

     

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

     

    IF
      THE
      RATING OF THIS CERTIFICATE IS BELOW “BBB-” OR ITS EQUIVALENT WHEN IT IS
      ACQUIRED, THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED
      TO
      HAVE REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
      4975 OF THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY
      SUCH PLAN OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO
      EFFECT THE TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN
      ERISA-QUALIFYING UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING
      THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT”
AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
      95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER
      SECTIONS I AND III OF PTCE 95-60.

     

    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.

    
       

      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      

       

    

    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.:

              	
                1

              
	 	 
	
                Cut-Off
                  Date:

              	
                November
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                December
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Principal

              	 
	
                Balance
                  of this Certificate

              	 
	
                (“Denomination”):

              	
                $380,792,000

              
	 	 
	
                Original
                  Class 

              	 
	
                Principal
                  Balance of this

              	 
	
                Class:

              	
                $380,792,000

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	
                Pass-Through
                  Rate:

              	
                Variable

              
	 	 
	
                CUSIP:

              	
                41162K
                  AA 1

              
	 	 
	
                Class:

              	
                A

              
	 	 
	Assumed
                Final
                Distribution Date:	
                June
                  2036

              


      

    

    
      
         

        
          
            
            

          

          
            A-1-2

            
              

            

          

          
            
            

          

        

      

    

    


    HarborView
      Mortgage Loan Trust,

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

    Class
      A

     

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

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein
      and
      in the pooling and servicing agreement dated as of November 1, 2006 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Wells Fargo Bank, N.A., 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, as
      trustee (in such capacity, the “Trustee”) and 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 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 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
      Securities Administrator and the Certificate Registrar.

    
      
         

        
          
            
            

          

          
            A-1-3

            
              

            

          

          
            
            

          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee 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-1-4

        
          

        

      

      
        
        

      

    

    


    HARBORVIEW
      MORTGAGE LOAN TRUST 2006-13

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

    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
      2006-13 (herein collectively called the “Certificates”), and representing a
      beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholder for any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 19th day of
      each month, or if the 19th day is not a Business Day, then on the next
      succeeding Business Day (the “Distribution Date”), commencing on the
      Distribution Date in December 2006,
      to
      the Person in whose name this Certificate is registered at the close of business
      on the applicable Record Date in an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amount required to
      be
      distributed to Holders of Certificates of the Class to which this Certificate
      belongs on such Distribution Date pursuant to the Agreement.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights of the Certificateholders under
      the
      Agreement at any time, by the Depositor, the Seller, the Master Servicer, the
      Securities Administrator, the Credit Risk Manager and 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.

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

       

      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.

     

    The
      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
      A-R Certificate shall be issued as a single certificate and will be maintained
      in physical form.

     

    The
      Depositor, the Seller, the Trustee, the Certificate Registrar and any agent
      of
      the foregoing may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Depositor, the Seller,
      the
      Trustee, the Certificate Registrar or any agent of any of them shall be affected
      by any notice to the contrary.

     

    On
      any
      Distribution Date following the date on which the aggregate of the Stated
      Principal Balances of the Mortgage Loans on such date is equal to or less than
      1% of the Cut-Off Date Aggregate Principal Balance, the Master Servicer 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 Master 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 Principal Balance of each Class of Certificates has been reduced
      to
      zero, (ii) the final payment or other liquidation of the last Mortgage Loan
      and
      (iii) the Latest Possible Maturity Date.

     

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

    
       

      
        
          
          

        

        
          A-1-6

          
            

          

        

        
          
          

        

      

    

    


    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

    
       

      
        
          
          

        

        
          A-1-7

          
            

          

        

        
          
          

        

      

    

    


    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.

    


    
      
        
        

      

      
        A-1-8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-2

     

    FORM
      OF CLASS X CERTIFICATE

     

    CLASS
      X
      CERTIFICATE

     

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

     

    IF
      THE
      RATING OF THIS CERTIFICATE IS BELOW “BBB-” OR ITS EQUIVALENT WHEN IT IS
      ACQUIRED, THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED
      TO
      HAVE REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE
      BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
      4975 OF THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY
      SUCH PLAN OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO
      EFFECT THE TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN
      ERISA-QUALIFYING UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING
      THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT”
AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
      95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER
      SECTIONS I AND III OF PTCE 95-60.

     

    PRINCIPAL
      WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS CALCULATED
      ON THIS CERTIFICATE BASED ON A NOTIONAL AMOUNT DETERMINED AS DESCRIBED IN THE
      AGREEMENT. THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
      MAY
      BE LESS THAN THE INITIAL CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AS
      SET
      FORTH HEREON.

    


    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”).

     

    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    

    

      
        	
                Cut-off
                  Date:

              	
                November
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                December
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Notional

              	 
	
                Amount
                  of this Certificate

              	 
	
                (“Denomination”):

              	
                $397,112,000.00

              
	 	 
	
                Original
                  Class 

              	 
	
                Notional
                  Amount of this

              	 
	
                Class:

              	
                $397,112,000.00

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Variable

              
	 	 
	
                CUSIP:

              	
                41162K
                  AB 9

              
	 	 
	
                Class:

              	
                X

              
	 	 
	
                Assumed
                  Final Distribution Date:

              	
                June
                  2036

              


      

    

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

    


    HarborView
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

    Class
      X

     

    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 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, 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 Principal Balance) in certain monthly
      distributions with respect to a Trust Fund consisting primarily of the Mortgage
      Loans deposited by Greenwich Capital Acceptance, Inc. (the “Depositor”). The
      Trust Fund was created pursuant to a pooling and servicing agreement dated
      as of
      November 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as
      depositor (the “Depositor”), Greenwich Capital Financial Products, Inc., as
      seller (the “Seller”), Wells Fargo Bank, N.A., as master servicer and as
      securities administrator (in such capacity, the “Securities Administrator”),
      Clayton Fixed Income Services, Inc., as credit risk manager and Deutsche Bank
      National Trust Company, as trustee (in such capacity, the “Trustee”) and as
      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
      Securities Administrator and the Certificate Registrar.

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee 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-2-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF CLASS A-R CERTIFICATE

     

    CLASS
      A-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 SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE
      CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
      ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT THE
      TRANSFER, OR (B) A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY
      PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
      GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”) AND THAT THE PURCHASE AND HOLDING OF THIS
      CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE-95-60, OR (C) AN
      OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
      TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
      TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO ERISA OR TO THE CODE WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
      CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

       

      

        
          	
                  Certificate
                    No.:

                	
                  1

                
	 	 
	
                  Cut-off
                    Date:

                	
                  November
                    1, 2006

                
	 	 
	
                  First
                    Distribution Date:

                	
                  December
                    19, 2006

                
	 	 
	
                  Initial
                    Certificate Principal 

                	 
	
                  Balance
                    of this Certificate:

                	
                  $100

                
	 	 
	
                  Original
                    Class Certificate 

                	
                  Principal
                    Balance of this 

                
	
                  Class:

                	
                  $100

                
	 	 
	
                  Percentage
                    Interest:

                	
                  100%

                
	 	 
	
                  Pass-Through
                    Rate:

                	
                  Variable

                
	 	 
	
                  CUSIP:

                	
                  41162K
                    AC 7

                
	 	 
	
                  Class:

                	
                  A-R

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                	
                  June
                    2036

                


        

      

    

    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    


    HarborView
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

    Class
      A-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 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 or the Trustee referred to below or
      any
      of their respective affiliates. Neither this Certificate nor the Mortgage Loans
      are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
      Percentage Interest evidenced by this Certificate specified above in the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust 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 November 1, 2006
      (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Wells Fargo Bank, N.A., 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 and Deutsche Bank National Trust Company, as trustee (in such capacity,
      the “Trustee”) and as custodian. To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Certificate at the Corporate
      Trust Office of the Certificate Registrar or the office or agency maintained
      by
      the Certificate Registrar.

     

    No
      transfer of this Certificate shall be made unless the Certificate Registrar
      shall have received either (i) a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Certificate Registrar and the Depositor and in substantially the form attached
      to the Agreement, to the effect that such transferee is not an employee benefit
      or other plan or arrangement subject to Section 406 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
      Internal Revenue Code of 1986, as amended (the “Code”), nor a person acting on
      behalf or investing plan assets of any such plan or arrangement, which
      representation letter shall not be an expense of the Certificate Registrar
      or
      the Trustee, or (ii) a representation that the purchaser is an insurance company
      which is purchasing such Certificate with funds contained in an “insurance
      company general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate are covered under Sections I and III of PTCE 95-60,
      or (iii) an Opinion of Counsel in accordance with the provisions of the
      Agreement. Notwithstanding anything else to the contrary herein, any purported
      transfer of this Certificate to or on behalf of an employee benefit plan subject
      to ERISA or to the Code without the opinion of counsel satisfactory to the
      Certificate Registrar as described above shall be void and of no
      effect.

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

       

    

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee and the
      Certificate Registrar of (a) a transfer affidavit of the proposed transferee
      and
      (b) a transfer certificate of the transferor, each of such documents to be
      in
      the form described in the Agreement, (iii) each person holding or acquiring
      any
      Ownership Interest in this Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee and the
      Certificate Registrar as required pursuant to the Agreement, (iv) each person
      holding or acquiring an Ownership Interest in this Certificate must agree not
      to
      transfer an Ownership Interest in this Certificate if it has actual knowledge
      that the proposed transferee is not a Permitted Transferee and (v) any attempted
      or purported transfer of any Ownership Interest in this Certificate in violation
      of such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee. The Securities Administrator will provide the Internal
      Revenue Service and any pertinent persons with the information needed to compute
      the tax imposed under the applicable tax laws on transfers of residual interests
      to disqualified organizations, if any person other than a Permitted Transferee
      acquires an Ownership Interest in this Certificate in violation of the
      restrictions mentioned above.

     

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

     

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

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

    


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

     

    Dated:
      December ___, 2006

     

    WELLS
      FARGO BANK, N.A.,

    
      asSecurities
        Administrator

    

    


    


    By
      ________________________________

     

    


    


    This
      is
      one of the Certificates

    referenced
      in the within-mentioned Agreement

     

    


    


    By
       ________________________________________

           Authorized
      Signatory of

           WELLS
      FARGO BANK, N.A.,

           as
      Certificate Registrar

    


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

    


    HARBORVIEW
      MORTGAGE LOAN TRUST

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

    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
      2006-13 (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 neither the the Trustee nor the Securities Administrator
      are
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee, the Certificate Registrar and the Securities
      Administrator.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 19th
      day of
      each month, or if the 19th
      day is
      not a Business Day, then on the next succeeding Business Day (the “Distribution
      Date”), commencing on the Distribution Date in December 2006, to the Person in
      whose name this Certificate is registered at the close of business on the
      applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights of the Certificateholders under
      the
      Agreement at any time, by the Depositor, the Seller, the Master Servicer, the
      Securities Administrator, the Credit Risk Manager and 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.

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

       

    

    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
      Class
      A-R Certificate is issuable as a single certificate in physical form only in
      a
      Percentage Interest of 100%.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Certificate Registrar may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection
      therewith.

     

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

     

    On
      any
      Distribution Date on which the aggregate of the Stated Principal Balances of
      the
      Mortgage Loans immediately after such date is equal to or less than 1% of the
      Cut-off Date Aggregate Principal Balance, the Master Servicer may, at its
      option, terminate the Agreement by purchasing, on such Distribution Date, all
      of
      the outstanding Mortgage Loans and REO Properties at the Termination Price
      as
      provided in the Agreement. In the event that the Master 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 Principal Balance of each Class of
      Certificates has been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan and (iii) the Latest Possible Maturity
      Date.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

    


    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

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    

    


    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.

    

     

    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    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:

              	
                November
                  1, 2006

              
	 	 
	
                First
                  Distribution Date:

              	
                December
                  19, 2006

              
	 	 
	
                Initial
                  Certificate Principal

              	 
	
                Balance
                  of this Certificate

              	 
	
                (“Denomination”):

              	
                $[

              
	 	 
	
                Original
                  Class Certificate

              	 
	
                Principal
                  Balance of this

              	 
	
                Class:

              	
                $[

              
	 	 
	
                Percentage
                  Interest:

              	
                100%

              
	 	 
	
                Pass-Through
                  Rate:

              	
                Variable

              
	 	 
	
                CUSIP:

              	
                41162K
                  [ ]

              
	 	 
	
                Class:

              	
                B-[
                  ]

              
	 	 
	
                Assumed
                  Final Distribution Date:

              	
                June
                  2036

              


      

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


    HarborView
      Mortgage Loan Trust,

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

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

     

    GREENWICH
      CAPITAL ACCEPTANCE INC., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein
      and
      in the pooling and servicing agreement dated as of November 1, 2006 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Wells Fargo Bank, N.A., as master servicer and as securities
      administrator (in such capacity, the “Securities Administrator”), Clayton Fixed
      Income Services, Inc., as credit risk manager and Deutsche Bank National Trust
      Company, as trustee (in such capacity, the “Trustee”) and as 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 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 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
      Trustee and Certificate Registrar.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    


    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

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    FORM
      OF CLASS P CERTIFICATE

     

    CLASS
      P
      CERTIFICATE

     

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

     

    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.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

       

      
        
          	
                  Certificate
                    No.:

                	
                  1

                
	 	 
	
                  Cut-Off
                    Date:

                	
                  November
                    1, 2006

                
	 	 
	
                  First
                    Distribution Date:

                	
                  December
                    19, 2006

                
	
                  Initial
                    Certificate Principal 

                	 
	
                  Balance
                    of this Certificate:

                	
                  $100

                
	 	 
	
                  Original
                    Class 

                	
                  Principal
                    Balance of this 

                
	 	 
	
                  Class:

                	
                  $100

                
	 	 
	
                  Percentage
                    Interest:

                	
                  100%

                
	 	 
	
                  Class:

                	
                  P

                


        

      

    

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

    


    HarborView
      Mortgage Loan Trust 2006-13

    Mortgage
      Loan Pass-Through Certificates, Series 2006-13

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

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Funds
      in
      respect of this Certificate is distributable monthly as set forth herein and
      in
      the pooling and servicing agreement dated as of November 1, 2006 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Wells Fargo Bank, N.A., as master servicer and as securities
      administrator (in such capacity, the “Securities Administrator”), Clayton Fixed
      Income Services, Inc., as credit risk manager and Deutsche Bank National Trust
      Company, as trustee (in such capacity, the “Trustee”) and 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 or
      the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that GREENWICH CAPITAL FINANCIAL PRODUCTS, INC is the registered
      owner
      of the Percentage Interest evidenced by this Certificate (obtained by dividing
      the Denomination of this Certificate by the Original Class 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
      Securities Administrator and 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 in substantially the form attached to the Agreement,
      to the effect that such transferee is not an employee benefit or other plan
      or
      arrangement subject to Section 406 of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code
      of 1986, as amended (the “Code”), nor a person acting on behalf or investing
      plan assets of any such plan or arrangement, which representation letter shall
      not be an expense of the Certificate Registrar, or (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.

     

    
      
        
        

      

      
        D-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 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 Certificate Registrar 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.

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Trustee 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

    


    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

     

    [RESERVED]

     

    


     

    


     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

     

    REQUEST
      FOR RELEASE 

     

    
      	 	
                                             

            
	 	
              Date

            


    

     

    [Addressed
      to Trustee

    or,
      if
      applicable, custodian]

     

    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain Pooling and Servicing Agreement dated as of November 1, 2006, among
      Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
      Products, Inc., as Seller, 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 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
                2006-13

            


    

     

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement dated as of
      November 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor,
      Greenwich Capital Financial Products, Inc., as Seller, 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

     

    


    


    By:
      ______________________           
                     


    Name:

    Title:

     

    


     

    Dated:
      

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      1

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      2

     

    EXCEPTION
      REPORT

     

     

    
      
        
        

      

      
        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 November 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
                2006-13

            


    

     

     

    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 shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    


     

    DEUTSCHE
      BANK NATIONAL TRUST 

    COMPANY,
      as Trustee

     

    By:
      _______________________________

    Name:
      

    Title:
      

    


    
      
        
        

      

      
        G-2-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G-3

     

    FORM
      OF FINAL CERTIFICATION OF TRUSTEE

     

    FINAL
      CERTIFICATION OF TRUSTEE

     

    [Date]

     

    
      	
              Greenwich
                Capital Acceptance, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	 
	
              Greenwich
                Capital Financial Products, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

    


     

    
      	
            	Re:	
              Pooling
                and Servicing Agreement dated as of November 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
                2006-13

            


    

     

     

    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 shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    


     

    DEUTSCHE
      BANK NATIONAL TRUST 

    COMPANY,
      as Trustee

     

    By:
      _________________________________

    Name:
      

    Title:
      

     

    
      
        
        

      

      
        G-3-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

     

    FORM
      OF LOST NOTE AFFIDAVIT

     

    Personally
      appeared before me the undersigned authority to administer oaths,
      ______________________ who first being duly sworn deposes and says: Deponent
      is
      ______________________ of Greenwich Capital Financial Products, Inc. (the
“Seller”) and who has personal knowledge of the facts set out in this
      affidavit.

     

    On
      ___________________, _________________________ 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
      2006-13, Mortgage Loan Pass-Through Certificates, Series 2006-13, 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 CERTIFICATE

    


     

    [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 2006-13 Mortgage Loan Pass-Through 

              Certificates,
                Series 2006-13, Class R
                Certificate

            


    

     

     

    Ladies
      and Gentlemen:

     

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

     

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

     

    
      
        
        

      

      
        I-1-1

        
          

        

      

      
        
        

      

       

    

    3. The
      Transferee hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of November 1, 2006 (the “Agreement”) among Greenwich Capital
      Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
      as
      Seller, 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-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 2006-13, Mortgage Loan Pass-Through 

              Certificates,
                Series 2006-13, 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 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-2-1

        
          

        

      

      
        
        

      

       

    

    3. The
      Transferee hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of November 1, 2006 (the “Agreement”) among Greenwich Capital
      Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
      as
      Seller, 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 2006-13, Mortgage Loan

              Pass-Through
                Certificates, Series 2006-13, Class
                [B-4][B-5][B-6]

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition the Class [B-4][B-5][B-6] 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 that Pooling and Servicing Agreement,
      dated
      as of November 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.

     

    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    

     

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

     

    Very
      truly yours,

     

    [NAME
      OF
      TRANSFEREE]

     

    By:
      ______________________________

    Authorized
      Officer

     

    
      
        
        

      

      
        J-1-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      J-2

    


    FORM
      OF RULE 144A INVESTMENT LETTER

    


     

    [Date]

     

    Greenwich
      Capital Acceptance, Inc.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Rd.

    Columbia,
      MD 21045

    


     

    
      	 	
              Re:
                

            	
              HarborView
                Mortgage Loan Trust 2006-13, Mortgage Loan

              Pass-Through
                Certificates, Series 2006-13, Class
                [B-4][B-5][B-6]

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the Class [B-4][B-5][B-6] Certificates (the
      “Certificates”) of the above-captioned series, we certify that (a) we understand
      that the Certificates are not being registered under the Securities Act of
      1933,
      as amended (the “Act”), or any state securities laws and are being transferred
      to us in a transaction that is exempt from the registration requirements of
      the
      Act and any such laws, (b) we have had the opportunity to ask questions of
      and
      receive answers from the Depositor concerning the purchase of the Certificates
      and all matters relating thereto or any additional information deemed necessary
      to our decision to purchase the Certificates, (c) we have not, nor has anyone
      acting on our behalf offered, transferred, pledged, sold or otherwise disposed
      of the Certificates, any interest in the Certificates or any other similar
      security to, or solicited any offer to buy or accept a transfer, pledge or
      other
      disposition of the Certificates, any interest in the Certificates or any other
      similar security from, or otherwise approached or negotiated with respect to
      the
      Certificates, any interest in the Certificates or any other similar security
      with, any person in any manner, or made any general solicitation by means of
      general advertising or in any other manner, or taken any other action, that
      would constitute a distribution of the Certificates under the Securities Act
      or
      that would render the disposition of the Certificates a violation of Section
      5
      of the Securities Act or require registration pursuant thereto, nor will act,
      nor has authorized or will authorize any person to act, in such manner with
      respect to the Certificates, and (d) we are a “qualified institutional buyer” as
      that term is defined in Rule 144A under the Securities Act and have completed
      either of the forms of certification to that effect attached hereto as Annex
      1
      or Annex 2. We are aware that the sale to us is being made in reliance on Rule
      144A. We are acquiring the Certificates for our own account or for resale
      pursuant to Rule 144A and further, understand that such Certificates may be
      resold, pledged or transferred only (i) to a person reasonably believed to
      be a
      qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities
      Act.

     

    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement, dated as of November 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.

    
       

      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]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    


     

    
      	 	
              Re:
                

            	
              HarborView
                Mortgage Loan Trust 2006-13 Mortgage Loan

              Pass-Through
                Certificates, Series 2006-13, Class
                R

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed transfer of an Ownership Interest in the Class
      R
      Certificate, we hereby certify that (a) we have no knowledge that the proposed
      Transferee is not a Permitted Transferee acquiring an Ownership Interest in
      such
      Class R Certificate for its own account and not in a capacity as trustee,
      nominee, or agent for another Person, and (b) we have not undertaken the
      proposed transfer in whole or in part to impede the assessment or collection
      of
      tax.

     

    Very
      truly yours,

     

    [_____________________]

     

    By:
      ______________________________

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      L

     

    TRANSFER
      AFFIDAVIT FOR RESIDUAL CERTIFICATE

    PURSUANT
      TO SECTION 6.02(e)

     

    HARBORVIEW
      MORTGAGE LOAN TRUST 2006-13

    MORTGAGE
      LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-13, 

    CLASS
      R

    


    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    
      	
              1.

            	
              The
                undersigned is an officer of ______________________, the proposed
                Transferee of a 100% Ownership Interest in the Class R Certificate
                (the
                “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                (the “Agreement”) dated as of November 1, 2006, relating to the
                above-referenced Certificates, among Greenwich Capital Acceptance,
                Inc.,
                as Depositor, Greenwich Capital Financial Products, Inc., as Seller,
                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  .

     

    


    


    


         
                   _______________            

    NOTARY
      PUBLIC

     

    
         

        My
          Commission expires the     
          day


        of
                          ,
          20  .


        
          
            
            

          

          
            L-3

            
              

            

          

          
            
            

          

           

        

      

    

    EXHIBIT
      M

     

    LIST
      OF SERVICERS AND SERVICING AGREEMENTS

     

    1. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of September
      1,
      2004, as amended by that certain Amendment Number One, dated as of October
      28,
      2004 and that certain Amendment Number Two, dated as of September 23, 2005,
      between the Seller and Downey Savings and Loan Association, F.A. (“Downey”), as
      reconstituted pursuant to a Reconstitution Agreement, dated as of November
      1,
      2006, among the Purchaser, the Seller and Downey, and acknowledged by the Master
      Servicer, the Securities Administrator and the Trustee.

     

    2. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December
      31,
      2005, between the Seller and Downey, as amended by Amendment Number One, dated
      as of September 8, 2006, as reconstituted pursuant to a Reconstitution
      Agreement, dated as of November 1, 2006, among the Purchaser, the Seller and
      Downey, and acknowledged by the Master Servicer, the Securities Administrator
      and the Trustee.

     

    3. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of July 1, 2003, as
      amended and restated to and including February 1, 2006, between the Seller
      and
      First Republic Bank (“First Republic”), as reconstituted pursuant to a
      Reconstituted Servicing Agreement, dated as of November 1, 2006, among the
      Purchaser, the Seller and First Republic, and acknowledged by the Master
      Servicer, the Securities Administrator and the Trustee.

     

    4. Mortgage
      Loan Purchase Agreement, dated as of November 1, 2006, between the Seller and
      GMAC Mortgage, LLC (“GMAC”), as reconstituted pursuant to a Reconstituted
      Servicing Agreement, dated as of November 1, 2006, among the Purchaser, the
      Seller and GMAC, and acknowledged by the Master Servicer and the
      Trustee.

     

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      N-1

     

    FORM
      OF TRANSFER CERTIFICATE (RESTRICTED GLOBAL SECURITY TO REGULATION S
      SECURITY)

     

    FORM
      OF TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RESTRICTED GLOBAL SECURITY

    TO
      REGULATION S GLOBAL SECURITY

    (Transfers
      pursuant to §§ 6.02 (f) (ii)

                          
      of the Pooling and Servicing
      Agreement)                            

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    


    
      	 	
              Re:

            	
              HarborView
                Mortgage Loan Trust 2006-13

              Mortgage
                Loan Pass-Through Certificates, Series
                2006-13

            


    

     

     

    Reference
      is hereby made to the Pooling and Servicing Agreement dated as of November
      1,
      2006 (the “Pooling and Servicing Agreement”) relating to the above referenced
      certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich
      Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as master
      servicer and securities administrator, and Deutsche Bank National Trust Company,
      as trustee and custodian. Capitalized terms used but not defined herein shall
      have the meanings given them in the Pooling and Servicing
      Agreement.

     

    This
      letter relates to U.S. $____________________________ aggregate principal amount
      of Securities which are held in the form of a Restricted Global Security with
      the Depository in the name of [name of transferor]
      ___________________________________ (the “Transferor”) to effect the transfer of
      the Securities in exchange for an equivalent beneficial interest in a Regulation
      S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Pooling and Servicing Agreement and the private placement
      memorandum dated December 11, 2006, relating to the Securities and in accordance
      with Rule 904 of Regulation S, and that:

     

    a. the
      offer
      of the Securities was not made to a person in the United States; 

     

    b. at
      the
      time the buy order was originated, the transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the transferee was outside the United States;

     

    c. no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    
      
        
        

      

      
        N-1-1

        
          

        

      

      
        
        

      

       

    

    d. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended (the
“Securities Act”); and

     

    
      
        e.
          the
          transferee is not a U.S. Person.

      

    

     

    You
      and
      the Depositor are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceedings or official inquiry with respect to
      the
      matters covered hereby. Terms used in this certificate have the meanings set
      forth in Regulation S.

     

    


    


    


                                                                
      

    [Name
      of Transferor]

    
       

       

      By: _______________                               

      Name:

      Title:

    

     

    Date:                     
             ,
            

    


     

    
      
        
        

      

      
        N-1-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      N-2

    


    FORM
      OF TRANSFER CERTIFICATE (REGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL
      SECURITY)

    


    (Transfers
      pursuant to §§ 6.02 (f) (iii)

                              of
      the Pooling and Servicing
      Agreement)                          

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    


    
      	 	
              Re:

            	
              HarborView
                Mortgage Loan Trust 2006-13

              Mortgage
                Loan Pass-Through Certificates, Series
                2006-13

            


    

     

     

    Reference
      is hereby made to the Pooling and Servicing Agreement dated as of November
      1,
      2006 (the “Pooling and Servicing Agreement”) relating to the above referenced
      certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich
      Capital Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as master
      servicer and securities administrator, and Deutsche Bank National Trust Company,
      as trustee and custodian. Capitalized terms used but not defined herein shall
      have the meanings given them in the Pooling and Servicing
      Agreement.

     

    This
      letter relates to U.S. $____________________________ aggregate principal amount
      of Securities which are held in the form of a Regulations S Global Security
      in
      the name of [name of transferor] ___________________________________ (the
“Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Pooling and Servicing
      Agreement and the private placement memorandum dated December 11, 2006, relating
      to the Securities and (ii) Rule 144A under the United States Securities Act
      of
      1933, as amended, to a transferee that the Transferor reasonably believes is
      purchasing the Securities for its own account or an account with respect to
      which the transferee exercises sole investment discretion, the transferee or
      any
      such account is a qualified institutional buyer within the meaning of Rule
      144A,
      in a transaction meeting the requirements of Rule 144A and in accordance with
      any applicable securities laws of any state of the United States or any other
      jurisdiction.

     

    
      


      


                                                                  
        

      [Name
        of Transferor]

      
         

         

        By: _______________                               

        Name:

        Title:

      

    

     

    Date:                            
      ,       

    


    
      
        
        

      

      
        N-2-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      O

     

    TRANSACTION
      PARTIES

     

    
      
        	
                Credit
                  Risk Manager

              	
                Clayton
                  Fixed Income Services Inc.

              
	 	 
	
                Custodian

              	
                Deutsche
                  Bank National Trust Company

              
	 	 
	
                Master
                  Servicer

              	
                Wells
                  Fargo Bank, N.A.

              
	 	 
	
                Originators

              	
                Downey
                  Savings and Loan Association, F.A., First Republic Bank and GMAC
                  Mortgage
                  LLC

              
	 	 
	
                Securities
                  Administrator

              	
                Wells
                  Fargo Bank, N.A.

              
	 	 
	
                Seller

              	
                Greenwich
                  Capital Financial Products, Inc.

              
	 	 
	
                Servicers

              	
                Downey
                  Savings and Loan Association, F.A., First Republic Bank and GMAC
                  Mortgage
                  LLC

              
	 	 
	
                Subservicer

              	
                N/A

              
	 	 
	
                Trustee

              	
                Deutsche
                  Bank National Trust Company

              
	 	 
	
                Yield
                  Maintenance Provider

              	
                Bear
                  Stearns Financial Products
                  Inc.

              


      

    

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      P

     

    LIST
      OF PURCHASE AGREEMENTS

     

     

    1. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of September
      1,
      2004, as amended by that certain Amendment Number One, dated as of October
      28,
      2004 and that certain Amendment Number Two, dated as of September 23, 2005,
      between the Seller and Downey Savings and Loan Association, F.A.
      (“Downey”).

     

    2. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December
      31,
      2005, between the Seller and Downey, as amended by Amendment Number One, dated
      as of September 8, 2006.

     

    3. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of July 1, 2003, as
      amended and restated to and including February 1, 2006, between the Seller
      and
      First Republic Bank.

     

    4. Mortgage
      Loan Purchase Agreement, dated as of November 1, 2006, between the Seller and
      GMAC Mortgage, LLC.

     

    
      
        
        

      

      
        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.

            	 
	 	 	 
	
              1122(d)(4)(v)

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

            	 


    

     

    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Wells
                Fargo

            
	
              Reference

            	
              Criteria

            	 
	 	 	 
	
              1122(d)(4)(vi)

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

            	 
	 	 	 
	
              1122(d)(4)(vii)

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

            	 
	 	 	 
	
              1122(d)(4)(viii)

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

            	 
	 	 	 
	
              1122(d)(4)(ix)

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

            	 
	 	 	 
	
              1122(d)(4)(x)

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

            	 
	 	 	 
	
              1122(d)(4)(xi)

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

            	 
	 	 	 
	
              1122(d)(4)(xii)

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

            	 
	 	 	 
	
              1122(d)(4)(xiii)

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

            	 
	 	 	 
	
              1122(d)(4)(xiv)

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

            	 
	 	 	 
	
              1122(d)(4)(xv)

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

            	
              X

            
	 	 	 


    

     

    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

       

    

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

     

    
      	 	 
	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Deutsche
                Bank

            
	
              Reference

            	
              Criteria

            	 
	 	 	 
	 	
              General
                Servicing Considerations

            	 
	 	 	 
	
              1122(d)(1)(i)

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

            	 
	 	 	 
	
              1122(d)(1)(ii)

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

            	 
	 	 	 
	
              1122(d)(1)(iii)

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

            	 
	 	 	 
	
              1122(d)(1)(iv)

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

            	 
	 	 	 
	 	
              Cash
                Collection and Administration

            	 
	 	 	 
	
              1122(d)(2)(i)

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

            	 
	 	 	 
	
              1122(d)(2)(ii)

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

            	 
	 	 	 
	
              1122(d)(2)(iii)

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

            	 
	 	 	 
	
              1122(d)(2)(iv)

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

            	 
	
              1122(d)(2)(v)

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

            	 
	 	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	 	 	 
	
              1122(d)(2)(vii)

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

            	 


    

     

    
      
        
        

      

      
        Q-4

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for

               Deutsche
                Bank

            
	
              Reference

            	
              Criteria

            	 
	 	 	 
	 	
              Investor
                Remittances and Reporting

            	 
	 	 	 
	
              1122(d)(3)(i)

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

            	 
	 	 	 
	
              1122(d)(3)(ii)

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

            	 
	 	 	 
	
              1122(d)(3)(iii)

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

            	 
	 	 	 
	
              1122(d)(3)(iv)

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

            	 
	 	 	 
	 	
              Pool
                Asset Administration

            	 
	 	 	 
	
              1122(d)(4)(i)

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

            	
              X

            
	 	 	 
	
              1122(d)(4)(ii)

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

            	
              X

            
	 	 	 
	
              1122(d)(4)(iii)

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

            	
              X

            
	 	 	 
	
              1122(d)(4)(iv)

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

            	 
	 	 	 
	
              1122(d)(4)(v)

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

            	 
	 	 	 
	
              1122(d)(4)(vi)

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

            	 
	 	 	 
	
              1122(d)(4)(vii)

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

            	 


    

     

    
      
        
        

      

      
        Q-5

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Deutsche
                Bank

            
	
              Reference

            	
              Criteria

            	 
	 	 	 
	
              1122(d)(4)(viii)

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

            	 
	 	 	 
	
              1122(d)(4)(ix)

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

            	 
	 	 	 
	
              1122(d)(4)(x)

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

            	 
	 	 	 
	
              1122(d)(4)(xi)

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

            	 
	 	 	 
	
              1122(d)(4)(xii)

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

            	 
	 	 	 
	
              1122(d)(4)(xiii)

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

            	 
	 	 	 
	
              1122(d)(4)(xiv)

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

            	 
	 	 	 
	
              1122(d)(4)(xv)

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

            	 


    

     

    
      
        
        

      

      
        Q-6

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      R

     

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

     

    
      	 
	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the [Monthly Statement]

            	
              Servicer

              Master
                Servicer

              Securities
                Administrator

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

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

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

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer

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

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

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

               

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

            	
              Depositor

            


    

     

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	 	 
	
              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
              Securities
                Administrator

              Trustee

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

               

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

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 


    

     

    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	 	 
	
              Item
                8: Other Information

               

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

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

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

     

    
      
        
        

      

      
        R-3

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      S

     

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

     

    
      	 
	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

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

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Securities
                Administrator

              Depositor

            
	
              Reg
                AB Item 1112(b): Significant Obligors of Pool
                Assets

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1114(b)(2): Credit Enhancement Provider Financial
                Information

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Information

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	 	 
	
              Reg
                AB Item 1117: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

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

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer

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

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

            	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            


    

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	 	 
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            


    

     

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      T

     

     

    ADDITIONAL
      FORM 8-K DISCLOSURE

    


    
      	 
	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              All
                parties

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	
              All
                parties

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following: 

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            


    

     

    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	 	 
	
              ▪
                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

            
	
              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

            


    

     

    
      
        
        

      

      
        T-2

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	 	 
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                parties

            
	
              Item
                8.01- Other Events

               

              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to
                certificateholders.

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    


    
      
        
        

      

      
        T-3

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      U

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    Wells
      Fargo Bank, N.A. as Securities Administrator 

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

    Attn:
      Corporate Trust Services - HARBORVIEW MORTGAGE LOAN TRUST 2006-13-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 November 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:

     

    
      
        
        

      

      
        U-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-1

     

    FORM
      OF WATCHLIST REPORT

     

     

     

    
      
        
        

      

      
        V-1-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-2

     

    FORM
      OF LOSS SEVERITY REPORT

     

     

     

    
      
        
        

      

      
        V-2-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-3

     

    FORM
      OF LOSS PREPAYMENT PREMIUMS REPORT

     

     

    
 

    
      
        
        

      

      
        V-3-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      V-4

     

    FORM
      OF LOSS ANALYTICS REPORT

     

    


     

    
      
        
        

      

      
        V-4-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      W

     

    FORM
      OF CERTIFICATION TO BE PROVIDED BY THE CREDIT RISK MANAGER

     

    


     

    


    
      
        
        

      

      
        W-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      X

     

    FORM
      OF YIELD MAINTENANCE AGREEMENT

     

    


     

    


    
      
        
        

      

      
        X-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

     

    MORTGAGE
      LOAN SCHEDULE

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II

     

    FINAL
      MATURITY RESERVE SCHEDULE