POOLING AND SERVICING AGREEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Designation		Interest Rate		Initial Principal Balance
LT-Initial		(1)		$ 1,404,955,180.51
LT-Subsequent		(2)		$ 1,008,580,515.00
LT-C		(3)		(3)
LT-I		(4)		(4)
LT-R		(5))		(5)

 

 

 

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

Designation		Interest Rate		Initial Principal Balance		Corresponding Class of Certificate
MT-1A-1A		(1)		$    272,154,000.00		1A-1A
MT-2A-1A		(1)		$    483,656,000.00		2A-1A
MT-2A-1B		(1)		$    201,523,500.00		2A-1B
MT-2A-1C		(1)		$      71,000,000.00		2A-1C
MT-2A-2C		(1)		$        9,913,500.00		2A-2C
MT-B-1		(1)		$      28,359,000.00		B-1
MT-B-2		(1)		$      25,945,500.00		B-2
MT-B-3		(1)		$        7,240,500.00		B-3
MT-B-4		(1)		$      16,291,500.00		B-4
MT-B-5		(1)		$      16,894,500.00		B-5
MT-B-6		(1)		$      13,878,000.00		B-6
MT-B-7		(1)		$      13,877,000.00		B-7
MT-P		(1)		$                    50.00		P
MT-Q		(1)		$ 1,212,802,645.51		N/A
MT-I		(2)		(2)		N/A
MT-C		(3)		(3)		N/A
MT-R		(4)		(4)		N/A

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		Original Class Principal Balance or
Class		Class Notional Balance		Pass-Through Rate
Class 1A-1A		$ 544,308,000.00		(1)
Class 2A-1A		$ 967,312,000.00		(1)
Class 2A-1B		$ 403,047,000.00		(1)
Class 2A-1C		$ 142,000,000.00		(1)
Class 2A-2C		$   99,827,000.00		(1)
Class B-1		$   56,718,000.00		(1)
Class B-2		$   51,891,000.00		(1)
Class B-3		$   14,481,000.00		(1)
Class B-4		$   32,583,000.00		(1)
Class B-5		$   33,789,000.00		(1)
Class B-6		$   27,756,000.00		(1)
Class B-7		$   27,754,000.00		(1)
Class C		(2)		(2)
Class P		$                    100		(3)
Class R		(4)		(4)
Class ES		(5)		(5)

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ARTICLE I

DEFINITIONS; DECLARATION OF TRUST

SECTION 1.01. Defined Terms.

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

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

“ Account ”: The Distribution Account, the Yield Maintenance Trust Account, the Yield Maintenance Account, the Final Maturity Reserve Account, the Basis Risk Reserve Fund, the Servicing Account, the Prefunding Account or the Policy Account, as the context requires.

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

 

 

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

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

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

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

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

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

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

“ Advance ”: With respect to any Distribution Date and any Mortgage Loan or REO Property, any advance made by the Master Servicer (including, without limitation, the Trustee in its capacity as successor Master Servicer) in respect of such Distribution Date pursuant to Section 5.05 or by any Servicer in accordance with the related Servicing Agreement for such Distribution Date.

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

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

 

 

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

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

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

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

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

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

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

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

 

 

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

“ Available Funds ”: With respect to any Distribution Date and any Loan Group, an amount equal to (i) the sum, without duplication, of (a) the aggregate of the Monthly Payments received on or prior to the related Determination Date (excluding Monthly Payments due in future Due Periods but received by the related Determination Date) in respect of the Mortgage Loans in such Loan Group, (b) Net Liquidation Proceeds, Insurance Proceeds (including from primary mortgage insurance policies), Principal Prepayments (excluding Prepayment Penalty Amounts), Recoveries and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans in such Loan Group received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of REO Properties for such Distribution Date in respect of the Mortgage Loans in such Loan Group, (d) the aggregate of any amounts of Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) paid by the Servicers pursuant to the related Servicing Agreements and Compensating Interest Payments deposited in the Distribution Account for that Distribution Date in respect of the Mortgage Loans in such Loan Group, (e) the aggregate of the Purchase Prices, Substitution Adjustments, Repurchase Prices and other amounts collected for purchases or substitutions pursuant to Section 2.03 deposited in the Distribution Account during the related Prepayment Period in respect of the Mortgage Loans in such Loan Group, (f) the aggregate of any Advances made by any Servicer and Advances made by the Master Servicer for that Distribution Date in respect of the Mortgage Loans in such Loan Group, (g) the aggregate of any Advances made by the Trustee (as successor Master Servicer) for such Distribution Date pursuant to Section 7.02 hereof in respect of the Mortgage Loans in such Loan Group and (h) the Termination Price allocated to such Loan Group on the Distribution Date on which the Trust Fund is terminated and (i) with respect to the Distribution Date in the month immediately following the end of the Prefunding Period, any amounts remaining in the Prefunding Account (other than investment earnings thereon); minus (ii) the sum of (u) if there is a Deficiency Amount (i) prior to the end of the Prefunding Period, any amount remaining in the Prefunding Account equal to such Deficiency Amount, and (ii) in the case of the Distribution Date immediately following the end of the Prefunding Period, the amount released from the Prefunding Account and transferred to the Distribution Account, if any, equal to such Deficiency Amount, (v) to the extent of amounts attributable to interest, the related Premium Amount payable on such Distribution Date to the Certificate Insurer from the applicable Loan Group, (w) to the extent of amounts attributable to interest, the Expense Fees for such Distribution Date in respect of the Mortgage Loans in such Loan Group, (x) to the extent of amounts attributable to interest or principal, as applicable, amounts in reimbursement for Advances previously made in respect of the Mortgage Loans in such Loan Group and other amounts as to which the Servicers, the Trustee, the Credit Risk Manager, the Securities Administrator, the Custodian and the Master Servicer are entitled to be reimbursed pursuant to Section 4.03, (y) first , to the extent of amounts attributable to interest, and second , if such amounts are insufficient, to the extent of amounts attributable to principal, the amount payable to the Trustee, the Master Servicer, the Custodian or the Securities Administrator pursuant to Section 8.05, Section 3.30(b) and Section 3.31(c) in respect of Mortgage Loans in such Loan Group or if not related to a Mortgage Loan, allocated to each Loan Group on a pro rata basis and (z) amounts deposited in the Distribution Account, as the case may be, in error, in respect of Mortgage Loans in such Loan Group.

 

 

“ 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:

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

“ Bulk PMI Fee ”: Not applicable.

“ Bulk PMI Fee Rate ”: Not applicable.

“ Bulk PMI Policy ”: Not applicable.

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

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

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

 

 

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

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

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

“ Certificate Insurance Policy ”: The Certificate Guaranty Insurance Policy (No. AB1057BE   ) with respect to the Insured Certificates, and all endorsements thereto dated the Closing Date, issued by the Certificate Insurer for the benefit of the Holders of the Insured Certificates, a form of which is attached hereto as Exhibit E.

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

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

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

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

“ Certificate Insurer Default ”: The existence and continuance of any of the following: (a) a failure by the Certificate Insurer to make a payment required under the Certificate Insurance Policy in accordance with its terms; (b) the entry of a decree or order of a court or agency having jurisdiction in respect of the Certificate Insurer in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law appointing a conservator or receiver or liquidator or other similar official of the Certificate Insurer or of any substantial part of its property, or the entering of an order for the winding up or liquidation of the affairs of the Certificate Insurer and the continuance of any such decree or order undischarged or unstayed and in force for a period of 90 consecutive days; (c) the Certificate Insurer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Certificate Insurer or of or relating to all or substantially all of its property; or (d) the Certificate Insurer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

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

 

 

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

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

“ Certificate Register ” and “ Certificate Registrar ”: The register maintained and registrar appointed pursuant to Section 6.02 hereof, which initially shall be the Securities Administrator.

“ Certificateholder ” or “ Holder ”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of the Residual Certificate for any purpose hereof; provided that solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, the NIMS Insurer, the Securities Administrator, the Servicers, the Credit Risk Manager or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded.

“ Certification Parties ”: As defined in Section 3.19.

“ Certifying Person ”: As defined in Section 3.19.

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

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

“ Class B-1 Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 79.250% and thereafter 83.400% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

 

 

“ Class B-2 Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date) and (iii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 84.625% and thereafter 87.700% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

“ Class B-3 Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-2 Principal Distribution Amount on such Distribution Date) and (iv) the Class Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 86.125% and thereafter 88.900% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

“ Class B-4 Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class B- 3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-3 Principal Distribution Amount on such Distribution Date) and (v) the Class Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 89.500% and thereafter 91.600% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

“ Class B-5 Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-3 Principal Distribution Amount on such Distribution Date), (v) the Class Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-4 Principal Distribution Amount on such Distribution Date) and (vi) the Class Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 93.000% and thereafter 94.400% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

“ Class B-6 Principal Distribution Amount” : With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-6 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-3 Principal Distribution Amount on such Distribution Date), (v) the Class Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-5 Principal Distribution Amount on such Distribution Date) and (vii) the Class Principal Balance of the Class B-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 95.875% and thereafter 96.700% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

 

 

“ Class B-7 Principal Distribution Amount ”: With respect to any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class B-7 Certificates immediately prior to such Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-3 Principal Distribution Amount on such Distribution Date), (v) the Class Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-5 Principal Distribution Amount on such Distribution Date) (vii) the Class Principal Balance of the Class B-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class B-6 Principal Distribution Amount on such Distribution Date)and (viii) the Class Principal Balance of the Class B-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 98.750% and thereafter 99.000% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

 

 

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

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

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

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

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

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

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

 

 

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

“ Closing Date ”: December 22, 2006.

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

	Initial Credit Enhancement Percentage	Target Credit Enhancement Percentage before January 2013 or Stepdown Date	Target Credit Enhancement Percentage on or after January 2013 or Stepdown Date
Senior	10.650%	26.625%	21.300%
B-1	8.300%	20.750%	16.600%
B-2	6.150%	15.375%	12.300%
B-3	5.550%	13.875%	11.100%
B-4	4.200%	10.500%	8.400%
B-5	2.800%	7.000%	5.600%
B-6	1.650%	4.125%	3.300%
B-7	0.500%	1.250%	1.000%

 

 

 

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

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

 

 

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

“ Distribution Account ”: The trust account or accounts created and maintained by the Securities Administrator pursuant to Section 4.02 hereof for the benefit of the Certificate Insurer and the Certificateholders and designated “Distribution Account, Wells Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14” and which must be an Eligible Account.

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

“ Distribution Date ”: The 19th day of each month, or, if such day is not a Business Day, the next Business Day commencing in January 2007.

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

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

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

“ Eligible Account ”: Any of:

 

 

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

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

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

“ ERISA Restricted Trust Certificate ”: The Class 1A-1A and Class 2A-1C Certificates.

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

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

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

“ Expense Fee ”: With respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee, (ii) the Servicing Fee, (iii) the Credit Risk Manager Fee, (iv) any Bulk PMI Fee, if applicable, and (v) with respect to any Lender-Paid Mortgage Insurance Loan, the Lender-Paid Mortgage Insurance Fee.

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

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

 

 

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

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

“ Final Distribution Date ”: The Distribution Date occurring in February 2037   (other than the Insured Certificates, which is March 2038).

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

“ Final Maturity Reserve Rate ”: A per annum rate equal to the product of (i) 1.00% and (ii) a fraction, the numerator of which is the aggregate Stated Principal Balance as of the applicable Cut-off Date of the Mortgage Loans having 40-year original terms to maturity and the denominator of which is the aggregate Stated Principal Balance as of the applicable Cut-off Date of all of the Mortgage Loans.

“ Final Maturity Reserve Schedule ”: With respect to each Distribution Date on or after the Distribution Date in February 2017 through and including Final Maturity Reserve Termination Date, the aggregate principal balance set forth on Schedule II hereto for that Distribution Date.

“ Final Maturity Reserve Termination Date ”: With respect to each Distribution Date on or after the Distribution Date in March 2017, the earlier of (i) the Distribution Date in February 2037 or (ii) the termination of the Trust Fund.

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

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

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

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

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

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

 

 

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

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

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

“ Group 1 Final Maturity Reserve Amount ”: With respect to each Distribution Date prior to the Distribution Date in February 2017, zero. With respect to each Distribution Date commencing on the Distribution Date in February 2017 and on each Distribution Date thereafter until the Final Maturity Reserve Termination Date, an amount equal to the lesser of (x) the product of (i) the quotient of the Final Maturity Reserve Rate divided by 12 and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans on the first day of the related Due Period (not including for this purpose Group 1 Mortgage Loans for which prepayments in full have been received and distributed in the month prior to the Distribution Date) and (y) the Interest Remittance Amount for Loan Group 1 after making any withdrawals from the Distribution Account pursuant to Section 4.03(a) (excluding clause (xiv) therein). Notwithstanding the foregoing, if on any Distribution Date the aggregate Stated Principal Balance of Mortgage Loans having 40-year original terms to maturity on such Distribution Date is less than or equal to the applicable amount set forth in the Final Maturity Reserve Schedule, the Final Maturity Reserve Amount shall equal zero.

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

“ Group 1 Prefunded Amount ”: The amount deposited in the Prefunding Account on the Closing Date to purchase additional Group 1 Mortgage Loans, which shall equal $21,389,556.00.

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

 

 

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

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

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

“ Group 2 Final Maturity Reserve Amount ”: With respect to each Distribution Date prior to the Distribution Date in February 2017, zero. For each Distribution Date commencing on the Distribution Date in February 2017 and on each Distribution Date thereafter until the Final Maturity Reserve Termination Date, an amount equal to the lesser of (x) the product of (i) the quotient of the Final Maturity Reserve Rate divided by 12 and (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans on the first day of the related Due Period (not including for this purpose Group 2 Mortgage Loans for which prepayments in full have been received and distributed in the month prior to the Distribution Date) and (y) the Interest Remittance Amount for Loan Group 2 after making any withdrawals from the Distribution Account pursuant to Section 4.03(a) (excluding clause (xiv) therein). Notwithstanding the foregoing, if on any Distribution Date the aggregate Stated Principal Balance of Mortgage Loans having 40-year original terms to maturity on such Distribution Date is less than or equal to the applicable amount set forth in the Final Maturity Reserve Schedule, the Final Maturity Reserve Amount shall equal zero.

 

 

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

“ Group 2 Prefunded Amount ”: The amount deposited in the Prefunding Account on the Closing Date to purchase additional Group 2 Mortgage Loans, which shall equal $987,190,959.00.

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

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

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

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

 

 

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

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

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

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

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

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

“ Initial Group 1 Mortgage Loans ”: Any of the Group 1 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date and which are included in the Trust Fund as of the Closing Date. The aggregate Stated Principal Balance of the Initial Group 1 Mortgage Loans is equal to $587,796,767.89.

“ Initial Group 2 Mortgage Loans ”: Any of the Group 2 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date and which are included in the Trust Fund as of the Closing Date. The aggregate Stated Principal Balance of the Initial Group 2 Mortgage Loans is equal to $817,158,412.62.

“ Initial LIBOR Rate ”: 5.350%.

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

 

 

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

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

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

“ Insurer Premium Rate ”: 0.07% per annum.

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

“ Interest Remittance Amount ”: With respect to any Distribution Date and Loan Group, the portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Mortgage Loans in such Loan Group.

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

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

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

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

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

 

 

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

  

 

 

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

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

 

 

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

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

“ Mortgagor ”: The obligor on a Mortgage Note.

“ MTA ”: The twelve-month average yields on United States Treasury securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in Statistical Release H.15(519).

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

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

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

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

“ Net Loan Rate ”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the then applicable Loan Rate for such Mortgage Loan minus the Expense Fee Rate and, commencing on the Distribution Date in February 2017 and on each Distribution Date thereafter until the Final Maturity Reserve Termination Date, the Final Maturity Reserve Rate.

“ Net Maximum Rate ”: With respect to any Mortgage Loan and any Distribution Date, the maximum rate at which interest could accrue on such Mortgage Loan net of the sum of (a) the Expense Fee Rate and (b) commencing on the Distribution Date in February 2017 and on each Distribution Date thereafter until the Final Maturity Reserve Termination Date, the Final Maturity Reserve Rate.

 

 

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

“ Net Monthly Excess Cashflow ”: With respect to any Distribution Date is equal to the sum of (a) any Overcollateralization Release Amount and (b) the excess of (x) the Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the LIBOR Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C and Class 2A-2C Certificates, (C) the Principal Remittance Amount, (D) the Aggregate Final Maturity Reserve Amount and (E) the amount of Principal Prepayments for the related Prepayment Period to the extent of Deferred Interest for such Distribution Date.

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

“ OTS ”: The Office of Thrift Supervision.

 

 

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

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

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

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

“ Overcollateralization Target Amount ”: With respect to any Distribution Date, an amount equal to (i) prior to the Stepdown Date, 0.50% of (a) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Initial Cut-off Date and (b) the amount on deposit in the Prefunding Account on the Closing Date; (ii) on or after the Stepdown Date so long as a Trigger Event is not in effect, the greater of (x)(I) 1.25% of the current Aggregate Collateral Balance prior to the Distribution Date in January 2013 or (II) 1.00% of the current Aggregate Collateral Balance on or after the Distribution Date in January 2013 and (y) the Overcollateralization Floor; or (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

“ Overcollateralized Amount ”: With respect to any Distribution Date, an amount equal to (i) the Aggregate Collateral Balance as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus (ii) the sum of the aggregate Certificate Principal Balance of the LIBOR Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

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

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

 

 

 

 

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

“ PCAOB ”: The Public Company Accounting Oversight Board.

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

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

 

 

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

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

 

 

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

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

“ Policy Account ”: The trust account or accounts created and maintained by the Trustee pursuant to Section 4.05 hereof in the name of the Trustee for the benefit of the Class 2A-1C Certificateholders and designated “Policy Account, Wells Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14, Class 2A-1C.

“ Pool Balance ”: With respect to any Distribution Date, the aggregate of the Stated Principal Balances, as of the Close of Business on the first day of the related Due Period, of the Mortgage Loans in all Loan Groups that were Outstanding Mortgage Loans on that day, plus the amount on deposit, if any, in the Prefunding Account.

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

“ Prefunded Amount ”: The amount deposited in the Prefunding Account on the Closing Date, which shall equal $1,008,580,515.00.

“ Prefunding Account ”: The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 4.06 in the name of the Trustee for the benefit of the Certificateholders and designated “Prefunding Account, Wells Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14.” Funds in the Prefunding Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and shall not be a part of any REMIC created hereunder; provided , however , that any investment income earned from Permitted Investments made with funds in the Prefunding Account shall be for the account of the Depositor.

“ Prefunding Period ”: The period from the Closing Date until the earliest of (i) the date on which the amount on deposit in the Prefunding Account is reduced to less than $100,000, (ii) an Event of Default occurs or (iii) January 31, 2007.

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

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

 

 

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

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

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

“ Principal Balance ”: With respect to any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal Balance, minus all collections credited against the Principal Balance of such Mortgage Loan after the Cut-off Date, as increased by the amount of any Deferred Interest added to the outstanding Principal Balance of such Mortgage Loan pursuant to the terms of the related Mortgage Note. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. With respect to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property.

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

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

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

“ Principal Remittance Amount ”: With respect to each Loan Group and any Distribution Date, the sum of (a) each scheduled payment of principal collected or advanced on the related Mortgage Loans (before taking into account any Deficient Valuations or Debt Service Reductions) by the Servicer in respect of the related Due Period, (b) that portion of the Purchase Price or Repurchase Price, as applicable, representing principal of any repurchased Mortgage Loan in that Loan Group, deposited to the Distribution Account during the related Prepayment Period, (c) the principal portion of any related Substitution Adjustments with respect to that Loan Group deposited in the Distribution Account during the related Prepayment Period, (d) the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in that Loan Group that are not yet Liquidated Mortgage Loans, (e) the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in that Loan Group other than Recoveries, (f) all Principal Prepayments (net of portions of Principal Prepayments applied in respect of Deferred Interest pursuant to Section 5.01(a)(i)) in part or in full on Mortgage Loans received by the Servicer during the related Prepayment Period, net of Deferred Interest, (g) all Recoveries related to that Loan Group received during the related Prepayment Period, (h) the outstanding principal balance of each Mortgage Loan purchased from the Trust Fund by the NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent), (i) with respect to the February 2007 Distribution Date only, any amount remaining in the Prefunding Account at the end of the Prefunding Period in respect of each Loan Group and (j) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01 hereof, that portion of the Termination Price in respect of principal for that Loan Group.

 

 

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

“ Private Placement Memorandum ”: Not applicable.

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

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

“ Prospectus ”: The Prospectus Supplement, together with the accompanying prospectus, dated August 10, 2006, relating to the Offered Certificates.

“ Prospectus Supplement ”: That certain prospectus supplement dated December 20, 2006, relating to the initial offering of the Offered Certificates.

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

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

 

 

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

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

“ Qualified Insurer ”: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, and having a claims paying ability which is acceptable to each Rating Agency for pass-through certificates without a Certificate Insurance Policy having the same ratings on the Certificates rated by each Rating Agency as of the Closing Date. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

 

 

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

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

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

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

 

 

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

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

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

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

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

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

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

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

 

 

“ Regulation S Global Security ”: Not applicable.

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

“ Residual Certificate ”: The Class R Certificates.

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

 

 

“ Restricted Global Security ”: Not applicable.

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

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

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

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

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

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

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

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

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

 

 

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

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

“ Senior Principal Distribution Amount ”: With respect to any Distribution Date, the excess of (x) the aggregate Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to January 2013, 73.375% and thereafter 78.700% and (ii) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Aggregate Collateral Balance as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

“ Stated Principal Balance ”: With respect to any Mortgage Loan: (a) as of the Distribution Date in January 2007, the Cut-off Date Principal Balance of such Mortgage Loan, (b) thereafter as of any date of determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the Cut-off Date Principal Balance of such Mortgage Loan minus , in the case of each Mortgage Loan, the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 5.01 before such date of determination and (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as recoveries of principal in accordance with the applicable provisions of the Servicing Agreement, to the extent distributed pursuant to Section 5.01 before such date of determination; and (c) as of any date of determination subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero; provided that such Stated Principal Balance shall be increased by the amount of any Deferred Interest added to the outstanding Principal Balance of such Mortgage Loan pursuant to the terms of the related Mortgage Note. With respect to any REO Property: (x) as of any date of determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 5.01 before such date of determination; and (y) as of any date of determination subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

 

 

“ Stepdown Date ”: The earlier to occur of (i) the first Distribution Date on which the aggregate Class Principal Balance of the Senior Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in January 2010 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans and before distribution of the Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to (a) prior to the Distribution Date in January 2013, 26.625% and (b) on or after the Distribution Date in January 2013, 21.300%.

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

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

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

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

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

 

 

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

“ Subsequent Cut-off Date ”: With respect to each Subsequent Mortgage Loan, the date specified in the related Subsequent Transfer Agreement for such Subsequent Mortgage Loan.

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

(a)   the percentage of the Mortgage Loans that are delinquent 60 days or more (including loans in foreclosure or that are REO Properties) exceeds (i) prior to the Distribution Date in January 2013, 26.29% of the current Credit Enhancement Percentage or (ii) on or after the Distribution Date in January 2013, 32.86% of the current Credit Enhancement Percentage; or

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

 

 

 

 

“ Trust Fund ”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, such Trust Fund consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby); (v) the Distribution Account (subject to the last sentence of this definition), any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto, (vi) all right, title and interest of the Seller in and to each Servicing Agreement, (vii) the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, the Yield Maintenance Account and the Final Maturity Reserve Fund, (viii) the distributions made by the Administrator to the Securities Administrator pursuant to the Yield Maintenance Allocation Agreement, (ix) the Certificate Insurance Policy and (x) all proceeds of the foregoing. Notwithstanding the foregoing, however, the Trust Fund specifically excludes (1) all payments and other collections of interest and principal due on the Mortgage Loans on or before the Cut-off Date and principal received before the Cut-off Date (except any principal collected as part of a payment due after the Cut-off Date), (2) all income and gain realized from Permitted Investments of funds on deposit in the Distribution Account and (3) all Servicing Rights with respect to the SRO Mortgage Loans.

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

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

 

 

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

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

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

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

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

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

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

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

“ Voting Rights ”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 99% of the voting rights shall be allocated among the Classes of Regular Certificates, pro rata , based on a fraction, expressed as a percentage, the numerator of which is the Class Principal Balance of such Class and the denominator of which is the aggregate of the Class Principal Balances then outstanding and 1% of the voting rights shall be allocated to the Class R Certificates; provided , however , that when none of the Regular Certificates is outstanding, 100% of the voting rights shall be allocated to the Holder of the Class R Certificates. The voting rights allocated to a Class of Certificates shall be allocated among all Holders of such Class, pro rata , based on a fraction the numerator of which is the Certificate Principal Balance of each Certificate of such Class and the denominator of which is the Class Principal Balance of such Class; provided , further , however , that any Certificate registered in the name of the Master Servicer, the Securities Administrator or the Trustee or any of its affiliates shall not be included in the calculation of Voting Rights; and provided , further , however , that all Voting Rights in respect of the Insured Certificates shall be allocated to the Certificate Insurer. The Class C, Class ES and Class P Certificates shall have no voting rights.

 

 

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

“ Yield Maintenance Account ”: The account established and maintained by the Securities Administrator pursuant to Section 5.12, which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14” and which must be an Eligible Account.

“ Yield Maintenance Agreement ”: The interest rate cap agreement for the benefit of the LIBOR Certificates by and between the Yield Maintenance Provider and the Administrator, on behalf of the Yield Maintenance Trust, including the ISDA Master Agreement between the Yield Maintenance Provider and the Administrator, the schedule thereto and the related confirmation (Ref. No. 38693), dated as of December 22, 2006 attached as Exhibit Z hereto. The Yield Maintenance Agreement shall be an asset of the Yield Maintenance Trust and not of the Trust Fund or any REMIC.

“ Yield Maintenance Allocation Agreement ”: The allocation agreement dated December 22, 2006, among the Administrator, the Securities Administrator and the Sponsor, a copy of which is attached hereto as Exhibit Y.

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

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

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

 

 

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

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

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

SECTION 1.02. Accounting .

Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calcul