GREENWICH CAPITAL ACCEPTANCE, INC., Depositor GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., Seller WELLS FARGO BANK, N.A., Master Servicer and Securities Administrator CLAYTON FIXED INCOME SERVICES INC., Credit Risk Manager and DEUTSCHE BANK NATIONAL...

EXECUTION

GREENWICH CAPITAL ACCEPTANCE, INC.,

Depositor

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

Seller

XXXXX FARGO BANK, N.A.,

Master Servicer and Securities Administrator

XXXXXXX FIXED INCOME SERVICES INC.,

Credit Risk Manager

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee and Custodian

POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2006

DSLA Mortgage Loan Trust

Mortgage Loan Pass-Through Certificates, Series 2006-AR2

Table of Contents

	Page

ARTICLE I DEFINITIONS; DECLARATION OF TRUST	4

SECTION 1.01. Defined Terms.	4
SECTION 1.02. Accounting.	53

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	53

SECTION 2.01. Conveyance of Mortgage Loans.	53
SECTION 2.02. Acceptance by Trustee.	60
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Originator and the Seller.	61
SECTION 2.04. Representations and Warranties of the Seller with Respect to the Mortgage Loans.	65
SECTION 2.05. [Reserved].	68
SECTION 2.06. Representations and Warranties of the Depositor.	68
SECTION 2.07. Issuance of Certificates.	69
SECTION 2.08. Representations and Warranties of the Seller.	69
SECTION 2.09. Covenants of the Seller.	71

ARTICLE III ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS; CREDIT RISK MANAGER	72

SECTION 3.01. Master Servicer to Service and Administer the Mortgage Loans.	72
SECTION 3.02. REMIC-Related Covenants.	73
SECTION 3.03. Monitoring of Servicer.	73
SECTION 3.04. Fidelity Bond.	74
SECTION 3.05. Power to Act; Procedures.	75
SECTION 3.06. Due-on-Sale Clauses; Assumption Agreements.	76
SECTION 3.07. Release of Mortgage Files.	76
SECTION 3.08. Documents, Records and Funds in Possession of Master Servicer to be Held for Trust Fund.	77
SECTION 3.09. Standard Hazard Insurance and Flood Insurance Policies.	78
SECTION 3.10. Presentment of Claims and Collection of Proceeds.	78
SECTION 3.11. Maintenance of the Primary Insurance Policies.	79
SECTION 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.	79
SECTION 3.13. Realization Upon Defaulted Mortgage Loans.	80
SECTION 3.14. Additional Compensation to the Master Servicer.	80
SECTION 3.15. REO Property.	80
SECTION 3.16. Assessments of Compliance and Attestation Reports.	81
SECTION 3.17. Annual Compliance Statement.	83
SECTION 3.18. Xxxxxxxx-Xxxxx Certification.	84
SECTION 3.19. Reports Filed with Securities and Exchange Commission.	84

SECTION 3.20. Additional Information.	90
SECTION 3.21. Intention of the Parties and Interpretation.	90
SECTION 3.22. Indemnification.	91
SECTION 3.23. [Reserved].	91
SECTION 3.24. [Reserved].	91
SECTION 3.25. [Reserved].	91
SECTION 3.26. [Reserved].	91
SECTION 3.27. Closing Opinion of Counsel.	91
SECTION 3.28. [Reserved].	92
SECTION 3.29. Merger or Consolidation of the Master Servicer.	92
SECTION 3.30. Indemnification of the Trustee, the Master Servicer and the Securities Administrator.	92
SECTION 3.31. Limitations on Liability of the Master Servicer and Others; Indemnification of Trustee and Others.	93
SECTION 3.32. Master Servicer Not to Resign.	94
SECTION 3.33. Successor Master Servicer.	95
SECTION 3.34. Sale and Assignment of Master Servicing.	95
SECTION 3.35. Reporting Requirements of the Commission.	96
SECTION 3.36. Duties of the Credit Risk Manager.	96
SECTION 3.37. Limitation Upon Liability of the Credit Risk Manager.	96
SECTION 3.38. Removal of Credit Risk Manager.	97

ARTICLE IV ACCOUNTS	97

SECTION 4.01. Servicing Accounts.	97
SECTION 4.02. Distribution Account.	98
SECTION 4.03. Permitted Withdrawals and Transfers from the Distribution Account.	100
SECTION 4.04. [Reserved].	102
SECTION 4.05. Certificate Insurance Policy.	102
SECTION 4.06. Prefunding Account.	105

ARTICLE V FLOW OF FUNDS	106

SECTION 5.01. Distributions.	106
SECTION 5.02. Allocation of Net Deferred Interest.	114
SECTION 5.03. Allocation of Realized Losses.	114
SECTION 5.04. Statements.	115
SECTION 5.05. Remittance Reports; Advances.	119
SECTION 5.06. Compensating Interest Payments.	119
SECTION 5.07. Basis Risk Reserve Fund.	119
SECTION 5.08. Recoveries.	120
SECTION 5.09. The Final Maturity Reserve Trust.	121

ARTICLE VI THE CERTIFICATES	122

SECTION 6.01. The Certificates.	122
SECTION 6.02. Registration of Transfer and Exchange of Certificates.	123
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.	131
SECTION 6.04. Persons Deemed Owners.	131

SECTION 6.05. Appointment of Paying Agent.	131

ARTICLE VII DEFAULT	132

SECTION 7.01. Event of Default.	132
SECTION 7.02. Trustee to Act.	134
SECTION 7.03. Waiver of Event of Default.	135
SECTION 7.04. Notification to Certificateholders.	136

ARTICLE VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR	136

SECTION 8.01. Duties of the Trustee and the Securities Administrator.	136
SECTION 8.02. Certain Matters Affecting the Trustee and the Securities Administrator.	138
SECTION 8.03. Trustee and the Securities Administrator Not Liable for Certificates or Mortgage Loans.	139
SECTION 8.04. Trustee, Custodian, Master Servicer and Securities Administrator May Own Certificates.	140
SECTION 8.05. Trustee’s and Securities Administrator’s Fees and Expenses.	141
SECTION 8.06. Eligibility Requirements for Trustee and Securities Administrator.	141
SECTION 8.07. Resignation or Removal of Trustee and Securities Administrator.	142
SECTION 8.08. Successor Trustee and Successor Securities Administrator.	143
SECTION 8.09. Merger or Consolidation of Trustee or Securities Administrator.	144
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.	144
SECTION 8.11. Limitation of Liability.	145
SECTION 8.12. Trustee May Enforce Claims Without Possession of Certificates.	145
SECTION 8.13. Suits for Enforcement.	146
SECTION 8.14. Waiver of Bond Requirement.	146
SECTION 8.15. Waiver of Inventory, Accounting and Appraisal Requirement.	146
SECTION 8.16. Appointment of Custodians.	147

ARTICLE IX REMIC ADMINISTRATION	147

SECTION 9.01. REMIC Administration.	147
SECTION 9.02. Prohibited Transactions and Activities.	150

ARTICLE X TERMINATION	150

SECTION 10.01. Termination.	150
SECTION 10.02. Additional Termination Requirements.	153
SECTION 10.03. NIMS Insurer Optional Repurchase Right of Distressed Mortgage Loans.	154

ARTICLE XI DISPOSITION OF TRUST FUND ASSETS	154

SECTION 11.01. Disposition of Trust Fund Assets.	154

ARTICLE XII MISCELLANEOUS PROVISIONS	154

SECTION 12.01. Amendment.	154
SECTION 12.02. Recordation of Agreement; Counterparts.	156
SECTION 12.03. Limitation on Rights of Certificateholders.	156
SECTION 12.04. Governing Law; Jurisdiction.	157

iii

SECTION 12.05. Notices.	158
SECTION 12.06. Severability of Provisions.	158
SECTION 12.07. Article and Section References.	159
SECTION 12.08. Notice to the Rating Agencies.	159
SECTION 12.09. Further Assurances.	160
SECTION 12.10. Benefits of Agreement.	160
SECTION 12.11. Acts of Certificateholders.	161
SECTION 12.12. Successors and Assigns.	161
SECTION 12.13. Provision of Information.	161

EXHIBITS AND SCHEDULES:

Exhibit A	Form of Senior Certificate
Exhibit B	Form of Subordinate Certificate
Exhibit C-1	Form of Class C Certificate
Exhibit C-2	Form of Class P Certificate
Exhibit C-3	Form of Class R Certificate
Exhibit D	Form of Reverse Certificate
Exhibit E	[Reserved]
Exhibit F	Request for Release
Exhibit G-1	Form of Receipt of Mortgage Note
Exhibit G-2	Form of Interim Certification of Trustee
Exhibit G-3	Form of Final Certification of Trustee
Exhibit H	Form of Lost Note Affidavit
Exhibit I-1	Form of ERISA Representation for Residual Certificate
Exhibit I-2	Form of ERISA Representation for ERISA Restricted Trust Certificates
Exhibit J-1	Form of Investment Letter [Non-Rule 144A]
Exhibit J-2	Form of Rule 144A Investment Letter
Exhibit K	Form of Transferor Certificate
Exhibit L	Transfer Affidavit for Residual Certificate Pursuant to Section 6.02(e)
Exhibit M	Certificate Insurance Policy
Exhibit N	List of Servicers and Servicing Agreements
Exhibit O	Transaction Parties
Exhibit P	Form of Subsequent Transfer Agreement
Exhibit Q	Servicing Criteria
Exhibit R	Additional Form 10-D Disclosure
Exhibit S	Additional Form 10-K Disclosure
Exhibit T	Additional Form 8-K Disclosure
Exhibit U	Additional Disclosure Notification

Schedule I	Mortgage Loan Schedule

This Pooling and Servicing Agreement is dated as of August 1, 2006 (the “Agreement”), among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the “Depositor”), GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a New York corporation, as seller (the “Seller”), XXXXX FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), XXXXXXX FIXED INCOME SERVICES INC., as credit risk manager (the “Credit Risk Manager”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee and custodian (the “Trustee”).

PRELIMINARY STATEMENT:

Through this Agreement, the Depositor intends to cause the issuance and sale of the DSLA Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-AR2 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust Fund, the primary assets of which are the Mortgage Loans (as defined below).

The Depositor intends to sell the Certificates, to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund. The Certificates will consist of seventeen classes of certificates, designated as (i) the Class 1A-1A Certificates, (ii) the Class 1A-1B Certificates, (iii) the Class 2A-1A Certificates, (iv) the Class 2A-1B1 Certificates, (v) the Class 2A-1B2, (vi) the Class 2A-1B3, (vii) the Class 2A-1C, (viii) the Class M-1 Certificates, (ix) the Class M-2 Certificates, (x) Class M-3 Certificates, (xi) the Class M-4 Certificates, (xii) the Class M-5 Certificates, (xiii) the Class M-6 Certificates, (xiv) the Class M-7 Certificates, (xv) the Class C Certificates, (xvi) the Class P Certificates and (xvii) the Class R Certificates.

For federal income tax purposes, the Trust Fund (exclusive of the Prefunding Account, the assets held in the Basis Risk Reserve Fund, the Final Maturity Reserve Trust and the Final Maturity Reserve Account (the “Excluded Trust Property”)) comprises three REMICs in a tiered REMIC structure: the “Pooling REMIC,” the “Lower-Tier REMIC” and the “Upper-Tier REMIC.” Each Certificate, other than the Class R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC, as described herein. The LIBOR Certificates also represent the right to receive (i) payments in respect of the Final Maturity Reserve Account and (ii) payments in respect of Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.07. The owners of the Class C Certificates beneficially own the Basis Risk Reserve Fund, the Final Maturity Reserve Account and the Final Maturity Reserve Trust. The Class R Certificate represents the sole class of residual interest in the Upper-Tier REMIC.

The Pooling REMIC will hold as its assets all of the assets constituting the Trust Fund (exclusive of the Excluded Trust Property) and will issue interests (the “Pooling REMIC Regular Interests”) (which will be uncertificated and will represent the regular interests in the Pooling REMIC) and a residual interest (the “Class PT-R Interest”) which will also be uncertificated and which will represent the sole class of residual interest in the Pooling REMIC. The Trustee will hold the Pooling REMIC Regular Interests as assets of the Lower-Tier REMIC.

The Lower-Tier REMIC will hold as its assets the Pooling REMIC Regular Interests and will issue interests (the “Lower-Tier Regular Interests”) (which will be uncertificated and will represent the regular interests in the Lower-Tier REMIC) and a residual interest (the “Class LT-R Interest”) which will also be uncertificated and which will represent the sole class of residual interest in the Lower-Tier REMIC. The Trustee will hold the Lower-Tier Regular Interests as assets of the Upper-Tier REMIC.

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

Pooling REMIC Interests

Designation	Interest Rate		Initial Principal Balance		Related group
PT-1		(1)	$	434,287,068.08		Group 1
PT-1-PF		(2)	$	91,827,627.00		Group 1
PT-1-X		(3)		(3)		Group 1
PT-2		(1)	$	580,236,361.30		Group 2
PT-2-PF		(2)	$	103,648,944.00		Group 2
PT-2-X		(3)		(3)		Group 2
PT-R		(4)		(4)		N/A

(1)

The interest rate with respect to the first three Distribution Dates (and the related Accrual Periods) for each of these Pooling REMIC Interests is a per annum rate equal to the weighted average of the Net Loan Rates on the first day of the related Due Period of only those Mortgage Loans in the related Loan Group that are Initial Mortgage Loans, weighted on the basis of their Stated Principal Balances as of the first day of the related Due Period. For each Distribution Date (and related Accrual Period) thereafter, the interest rate for each of these Pooling REMIC Interests shall be the Net WAC of the related Loan Group.

(2)

For the first three Distribution Dates (and the related Accrual Periods) each of these Pooling REMIC Interests shall not accrue interest on their principal balances, but shall be etitled to a specified portion of the interest that accrues on each Additional Mortgage Loan at a per annum rate equal to the excess, if any, of the Net Loan Rate for such Mortgage Loan over the rate at which interest is payable on such Mortgage Loan (i.e., the Deferred Interest on the Mortgage Loan). For each Distribution Date (and related Accrual Period) thereafter, the interest rate for each of these Pooling REMIC Interests shall be the Net WAC of the related Loan Group.

(3)

Each of these Pooling REMIC Interests is an interest-only interest that does not have a principal balance. For each of the first three Distribution Dates (and the related Accrual Periods) each of these Pooling REMIC Interests shall be entitled to 100% of the interest payable at the end of the related Due Period at the applicable Net Loan Rate on each Mortgage Loan in the related Loan Group that is an Additional Mortgage Loan. For each Distribution Date thereafter, each of these Pooling REMIC Interests shall not be entitled to further distributions.

(4)	The PT-R Interest is the sole residual interest in the Pooling REMIC. Ownership of the PT-R Interest is represented by the Class R Certificate.

On each Distribution Date, Available Funds for all Loan Groups shall be allocated among the Pooling REMIC Interests in the following order of priority:

(i)

First, to each of the PT-1 and PT-2 Interests, in reduction of their principal balances, an amount sufficient to cause the principal balance of each such Pooling REMIC Interest to equal the aggregate of the Stated Principal Balances at the end of the related Due Period, after taking into account payments made during such Due Period, of the Mortgage Loans in the related Loan Group that are Initial Mortgage Loans;

(ii)

Second, to each of the PT-1-PF and PT-2-PF Interests, in reduction of their principal balances, an amount sufficient to cause the principal balance of each such Pooling REMIC Interest to equal the excess of the Pool Collateral Balance for the related Loan Group at the end of the related Due Period, after taking into account payments made during such Due Period, over the principal balance of the PT-1 Interest, in the case of Loan Group 1, and the PT-2 Interests, in the case of Loan Group 2;

(iii)

Third, to make interest distributions on the Pooling REMIC Interests at the interest rates described above, provided, however, that any Net Deferred Interest for any Loan Group shall be allocated among and shall increase the principal balances of the Pooling REMIC Interests in the same order of priority in which principal is distributed pursuant to priorities (i) and (ii) above;

(iv)	Finally, any remaining amounts to the PT-R Interest.

On any Distribution Date, after all distributions of Available Funds on such date, Realized Losses shall be allocated among the Pooling REMIC Interests in the same order of priority in which principal is distributed among such Pooling REMIC Interests pursuant to priorities (i) and (ii) above.

On each Distribution Date, Prepayment Penalty Amounts with respect to Loan Group 1 and Loan Group 2 shall be distributed to the PT-1 Interest and the PT-2 Interest, respectively.

Lower-Tier REMIC

The following table sets forth (or describes) the designation, interest rate, and initial principal balance of each Lower-Tier Interest in the Lower-Tier REMIC, each of which, other than the LT-R Lower-Tier Interest) is hereby designated as a regular interest in the Lower-Tier REMIC (the “Lower-Tier Regular Interests):

Designation	Interest Rate		Initial Principal Balance		Corresponding Class of Certificate
LT-1A-1A		(1)	$	170,974,000.00		1A-1A
LT-1A-1B		(1)	$	73,274,500.00		1A-1B
LT-2A-1A		(1)	$	190,496,500.00		0X-0X
XX-0X-0X0		(1)	$	36,301,500.00		2A-1B1
LT-2A-1B2		(1)	$	18,012,500.00		2A-1B2

Designation	Interest Rate		Initial Principal Balance	Corresponding Class of Certificate
LT-2A-1B3	(1)	$	25,059,500.00	2A-1B3
LT-2A-1C	(1)	$	47,624,000.00	2A-1C
LT-M-1	(1)	$	16,335,000.00	M-1
LT-M-2	(1)	$	6,957,500.00	M-2
LT-M-3	(1)	$	3,630,000.00	M-3
LT-M-4	(1)	$	3,327,500.00	M-4
LT-M-5	(1)	$	3,630,000.00	M-5
LT-M-6	(1)	$	3,025,000.00	M-6
LT-M-7	(1)	$	3,327,500.00	M-7
LT-Q	(1)	$	608,025,000.38	N/A
LT-I	(2)		(2)	N/A
LT-R	(3)		(3)	N/A

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

(2)

The LT-I Interest is an interest only interest that does not have a principal balance but has a notional amount as of any Distribution Date equal to the Stated Principal Balances of the Mortgage Loans as of the first day of the related Due Period (or in the case of the first Distribution Date, as of the Cut-off Date). For any Distribution Date before the Distribution Date in August 2016, and any Distribution Date on and after the Distribution Date in September 2026, it shall bear interest for the related Accrual Period at a fixed rate of 0.00%, and for each Distribution Date on or after the Distribution Date in October 2016 to and including the Distribution Date in August 2026, it shall bear interest for the related Accrual Period at a fixed rate equal to the Final Maturity Reserve Rate.

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

On each Distribution Date, Available Funds shall be distributed in payment of principal on the Lower-Tier Regular Interests as follows:

(i)

concurrently to the XX-0X-0X, XX-0X-0X, XX-0X-0X, XX-0X-0X0, XX-0X-0X0, XX-0X-0X0, LT- 2A-1C, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, LT-M-6, and LT-M-7 Interests until the principal balance of each such Lower-Tier Regular Interest equals 50% of the Class Principal Balance of the Corresponding Class of Certificates immediately after such Distribution Date;

(ii)

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

(iii)

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

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

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

ARTICLE I

DEFINITIONS; DECLARATION OF TRUST

SECTION 1.01. Defined Terms.

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

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

“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 the Servicer), or (y) as provided in the Servicing Agreement, to the extent applicable to the Servicer, but in no event below the standard set forth in clause (x).

“Account”: The Distribution 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 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 and each Lower-Tier Regular Interest, the calendar month preceding such Distribution Date. Interest for each Lower-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 Lower-Tier WAC”: For any Distribution Date (and the related Accrual Period), the product of (i) 2 multiplied by (ii) the weighted average of the interest rates on the Lower-Tier Regular Interests (other than the Class LT-I Interest), weighted on the basis of their principal balances as of the first day of the related Accrual Period and computed for this purpose by first (a) subjecting the interest rate on the LT-Q Interests to a cap of 0.00%, and (b) subjecting the interest rate on each of the XX-0X-0X, XX-0X-0X, XX-0X-0X, XX-0X-0X0, XX-0X-0X0, XX-0X-0X0, XX-0X-0X, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, and LT-M-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”: Not applicable.

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

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

“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 Premium Amount”: As to any Distribution Date and the Insured Certificates, the sum of the Class 1A-1B Premium Amount and the Class 2A-1C Premium Amount for 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 August 1, 2006, as amended, supplemented and otherwise modified from time to time.

“Allocated Realized Loss Amount”: For 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 Sections 5.01(a)(1)(iv) and (v) in respect of Allocated Realized Loss Amounts.

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

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

“Available Funds”: With respect to any Distribution Date and any Loan Group, an amount equal to (i) the sum, without duplication, of (a) the aggregate of the Monthly Payments received on or prior to the related Determination Date (excluding Monthly Payments due in future Due Periods but received by the related Determination Date) in respect of the Mortgage Loans in such Loan Group, (b) Net Liquidation Proceeds, Insurance Proceeds (including from primary mortgage insurance policies), Principal Prepayments (excluding Prepayment Penalty Amounts), Recoveries and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans in such Loan Group received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of REO Properties for such Distribution Date in respect of Mortgage Loans in such Loan Group, (d) the aggregate of any amounts of Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) paid by the Servicer pursuant to the Servicing Agreement and Compensating Interest Payments deposited in the Distribution Account for that Distribution Date in respect of the Mortgage Loans in such Loan Group, (e) the aggregate of the Purchase Prices, Substitution Adjustments, Repurchase Prices and other amounts collected for purchases or substitutions pursuant to Section 2.03 deposited in the Distribution Account during the related Prepayment Period in respect of the Mortgage Loans in such Loan Group, (f) the aggregate of any Advances made by the Servicer 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 Premium Amount payable on such Distribution Date to the Certificate Insurer from the applicable Loan Group, (w) to the extent of amounts attributable to interest, the Expense Fees for such Distribution Date in respect of the Mortgage Loans in such Loan Group, (x) to the extent of amounts attributable to interest or principal, as applicable, amounts in reimbursement for Advances previously made in respect of the Mortgage Loans in such Loan Group and other amounts as to which the Servicer, the Trustee, 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:

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

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

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

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

“Bulk PMI Fee”: Not applicable.

“Bulk PMI Fee Rate”: Not applicable.

“Bulk PMI Policy”: Not applicable.

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

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

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

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

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

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

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

“Certificate Insurance Policy”: The Certificate Guaranty Insurance Policy (No. AB1021BE) 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 M.

“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”: For any Distribution Date, the sum of (a) all amounts previously paid by the Certificate Insurer in respect of Insured Amounts and Preference 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 such 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 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 Servicer, the Credit Risk Manager or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded.

“Certification Parties”: As defined in Section 3.18.

“Certifying Person”: As defined in Section 3.18.

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

“Class 2A-1C Premium Amount”: With respect to any Distribution Date and the Class 2A-1C Certificates, the product of one-twelfth of the Insurer 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 M-1 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 88.875% and thereafter 91.100% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class M-2 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 91.750% and thereafter 93.400% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class M-3 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 93.250% and thereafter 94.600% and (ii) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class M-4 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class M- 3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 94.625% and thereafter 95.700% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class M-5 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Class Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 96.125% and thereafter 96.900% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class M-6 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Class Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 97.375% and thereafter 97.900% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class M-7 Principal Distribution Amount”: For any Distribution Date, an amount equal to the lesser of (a) the Class Principal Balance of the Class M-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 M-1 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) (vii) the Class Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date)and (viii) the Class Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 98.750% and thereafter 99.000% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $6,050,000.

“Class C Distributable Amount”: With respect to any Distribution Date, the amount of interest that has accrued on the Class C Notional Balance, as described in the Preliminary Statement, but that has not been distributed pursuant to Section 5.01(a)(1)(iv)(R) 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 Lower-Tier Regular Interests (the Pool Balance) as specified in the Preliminary Statement.

“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 Servicer for the related Prepayment Period.

“Class Principal Balance”: As to any Distribution Date, with respect to any Class of Certificates (other than the Class C and Class R Certificates), the Original Class Principal Balance as (a) reduced by the sum of (x) all amounts actually distributed in respect of principal of that Class 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) in the case of the Subordinate Certificates, any applicable Writedown Amount, as increased by the amount of Deferred Interest allocated to such Class of Certificates on such Distribution Date as set forth in Section 5.02 and (b) increased pursuant to Sections 5.01(h) and 5.08; provided, that any amounts distributed to a Class in respect of Allocated Realized Loss Amounts pursuant to Sections 5.01(a)(1)(iv) and 5.01(h) will not further increase the Certificate Principal Balance of such Class.

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

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

“Closing Date”: September 12, 2006.

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

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

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

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

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

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

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

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

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

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

“Corporate Trust Office”: With respect to the Trustee, the principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: DSLA Trust 2006-AR2, 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, Xxxxx Fargo Bank, National Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust, DSLA Mortgage Loan Trust 2006-AR2, and (ii) for all other purposes, X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000 (or for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000), Attention: Corporate Trust, DSLA Mortgage Loan Trust 2006-AR2.

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

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

	Initial Credit Enhancement Percentage	Target Credit Enhancement Percentage before September 2012 or Stepdown Date	Target Credit Enhancement Percentage on or after September 2012 or Stepdown Date
Senior	7.150%	17.875%	14.300%
M-1	4.450%	11.125%	8.900%
M-2	3.300%	8.250%	6.600%
M-3	2.700%	6.750%	5.400%
M-4	2.150%	5.375%	4.300%
M-5	1.550%	3.875%	3.100%
M-6	1.050%	2.625%	2.100%
M-7	0.500%	1.250%	1.000%

“Credit Risk Management Agreement”: Either (i) the credit risk management agreement dated as of the Closing Date, entered into by the 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”: Xxxxxxx Fixed Income Services Inc., a Colorado corporation, and its successors and assigns.

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

“Custodian”: Deutsche Bank National Trust Company, and its successors 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”: As to any Distribution Date, the sum of (i) the aggregate Stated Principal Balance of all Initial Mortgage Loans as of August 1, 2006 and (ii) the Prefunded Amount.

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

“DBRS”: Dominion Bond Rating Service, Inc., and its successors.

“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”: Means with respect to the Insured Certificates, (a) for any Distribution Date prior to the Final Distribution Date, the sum of (1) the excess, if any, of the Monthly Interest Distributable Amount on the Insured Certificates for such Distribution Date, net of any Net 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.

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

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

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

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

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

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

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

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

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

“Distribution Account”: The trust account or accounts created and maintained by the Securities Administrator pursuant to Section 4.02 hereof which shall be entitled “Distribution Account, Xxxxx Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of DSLA Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-AR2” and which must be an Eligible Account.

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

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

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

“Xxxxxx”: Xxxxxx Savings and Loan Association, F.A., and its successors and assigns, in its capacity as an Originator and a Servicer.

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

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

“Eligible Account”: Any of:

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

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

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

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

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

“ERISA-Restricted Certificates”: (i) the Class C, Class P and Class R Certificates and (ii) any Offered Certificate which does not satisfy the minimum ratings requirements under the Underwriter's Exemption.

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

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

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

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

“Extra Principal Distribution Amount”: For any Distribution Date, is the lesser of (x) the Net Monthly Excess Cashflow for such Distribution Date and (y) the Overcollateralization Deficiency Amount for such Distribution Date.

“Xxxxxx Xxx”: 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 October 2036 (other than the Insured Certificates, which is November 2037).

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

“Final Maturity Reserve Amount”: For each Distribution Date prior to the Distribution Date in October 2016, zero. For each Distribution Date on and after the Distribution Date in October 2016 to and including the earlier of (i) the Distribution Date in September 2026 or (ii) the termination of the Trust, the product of (x) the quotient of the Final Maturity Reserve Rate divided by 12 and (y) the aggregate Stated Principal Balance of the Mortgage Loans on the first day of the related Due Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to the Distribution Date).

“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 Cut-off Date of the Mortgage Loans having 40-year original terms to maturity and the denominator of which is aggregate Stated Principal Balance as of the Cut-off Date of all of the Mortgage Loans.

“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 Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which it expects to be finally recoverable in respect thereof have been so recovered.

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

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

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

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

“Group 1 Adjusted Cap Rate”: For any Distribution Date and for the Group 1 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 Pool Collateral Balance for Loan Group 1 as of the first day of the month before such Distribution Date (or in the case of the first Distribution Date, as of the Initial Cut-off Date).

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

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

“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 $91,827,627.00.

“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 Balances of the Group 1 Certificates exceed the Stated Principal Balances of the Group 1 Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (b) the aggregate Class Principal Balance of the Group 1 Certificates; provided, however, that with respect to any such Distribution Date on which the aggregate Class Principal Balance of the Group 2 Certificates is reduced to zero, the Group 2 Principal Distribution Percentage of the Senior Principal Distribution Amount available for distribution to the Senior Certificates in excess of the amount necessary to reduce the aggregate Class Principal Balance of the Group 2 Certificates to zero will be applied to increase the Group 1 Principal Distribution Amount (so long as any Class of Group 1 Certificates is outstanding).

“Group 1 Principal Distribution Percentage”: For any Distribution Date, a fraction, the numerator of which is (a) the sum of (i) the Stated Principal Balances of the Group 1 Mortgage Loans as of the first 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 (ii) the amount on deposit in respect of Loan Group 1 in the Prefunding Account as of the first day of the related Prepayment Period minus (b) the sum of (i) 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 (ii) the amount on deposit in respect of Loan Group 1 in the Prefunding Account as of the last day of the related Prepayment Period, and the denominator of which is (a) the sum of (i) the Stated Principal Balances of the Mortgage Loans as of the first 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 (ii) the amount on deposit in the Prefunding Account as of the first day of the related Prepayment Period minus (b) the sum of (i) the Stated Principal Balances of the Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (ii) the amount on deposit in the Prefunding Account as of the last day of the related Prepayment Period.

“Group 2 Adjusted Cap Rate”: For any Distribution Date and for 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 Pool Collateral Balance for Loan Group 2 as of the first day of the month before such Distribution Date (or in the case of the first Distribution Date, as of the Initial Cut-off Date).

“Group 2 Certificates”: The Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3 and Class 2A-1C Certificates.

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

“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 $103,648,944.00.

“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 Balances of the Group 2 Certificates exceed the Stated Principal Balances of the Group 2 Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (b) the aggregate Class Principal Balance of the Group 2 Certificates; provided, however, that with respect to any such Distribution Date on which the aggregate Class Principal Balance of the Group 1 Certificates is reduced to zero, the Group 1 Principal Distribution Percentage of the Senior Principal Distribution Amount available for distribution to the Senior Certificates in excess of the amount necessary to reduce the aggregate Class Principal Balance of the Group 1 Certificates to zero will be applied to increase the Group 2 Principal Distribution Amount (so long as any Class of Group 2 Certificates is outstanding).

“Group 2 Principal Distribution Percentage”: For any Distribution Date, a fraction, the numerator of which is (a) the sum of (i) the Stated Principal Balances of the Group 2 Mortgage Loans as of the first 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 (ii) the amount on deposit in respect of Loan Group 2 in the Prefunding Account as of the first day of the related Prepayment Period minus (b) the sum of (i) 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 (ii) the amount on deposit in respect of Loan Group 2 in the Prefunding Account as of the last day of the related Prepayment Period, and the denominator of which is (a) the sum of (i) the Stated Principal Balances of the Mortgage Loans as of the first 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 (ii) the amount on deposit in the Prefunding Account as of the first day of the related Prepayment Period minus (b) the sum of (i) the Stated Principal Balances of the Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (ii) the amount on deposit in the Prefunding Account as of the last day of the related Prepayment 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 officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

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

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

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

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

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

“Initial LIBOR Rate”: 5.330%.

“Initial Loan Group 1 Balance”: $434,287,068.08.

“Initial Loan Group 2 Balance”: $580,236,361.30.

“Initial Mortgage Loan”: Any Mortgage Loan conveyed to the Trust Fund on the Closing Date pursuant to Section 2.01 hereof, which Mortgage Loan 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 Servicing Agreement.

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

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

“Insurer Premium Rate”: 0.08% per annum.

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

“Interest Remittance Amount”: For any Distribution Date and Loan Group, the sum of (i) 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 and (ii) Principal Prepayments for such Loan Group received during the related Prepayment Period up to the amount of related Deferred Interest for such Distribution Date.

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

(a) Principal Prepayments in part received during the relevant Prepayment Period: the difference between (i) one month’s interest at the applicable Net Loan Rate for such Mortgage Loan 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

“Late Payment Rate”: The meaning given to such term in the Certificate Insurance Policy.

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

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

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

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

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

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

(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 1A-1B, Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3, Class 2A-1C Certificates and the Subordinate Certificates.

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

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

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

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

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

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

“Loan Group Balance”: 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 Servicer”: Xxxxx 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”: 0.0075% per annum.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)	the Mortgage Loan identifying number;

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

(iii)

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

(iv)

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

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

(vi)	the original months to maturity;

(vii)

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

(viii)

the Loan-to-Value Ratio at origination;

(ix)	the Loan-to-Collateral Value Ratio at origination;

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

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

(xii)

the stated maturity date;

(xiii)

the Servicing Fee Rate;

(xiv)

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

(xv)	the original principal balance of the Mortgage Loan;

(xvi)

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

(xvii)

the Index and Gross Margin specified in related Mortgage Note;

(xviii)

the next Adjustment Date, if applicable;

(xix)

the Maximum Loan Rate, if applicable;

(xx)	the Value of the Mortgaged Property;

(xxi)

the sale price of the Mortgaged Property, if applicable;

(xxii)

the product code;

(xxiii)

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

(xxiv)

the Expense Fee Rate therefor; and

(xxv)

the respective Loan Group.

Information set forth in clauses (ii) and (iii) above regarding each Mortgagor and the related Mortgaged Property shall be confidential and the Trustee (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 Shortfall, if any, for such Distribution Date over the sum of (i) Interest Shortfalls paid by the Servicer under the Servicing Agreement with respect to such Distribution Date and (ii) Compensating Interest Payments made with respect to such Distribution Date.

“Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, related Servicing Advances, related Servicing Fees, 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 on and after the Distribution Date in October 2016, until the earlier of (i) the Distribution Date in September 2026 and (ii) the termination of the Trust, the Final Maturity Reserve Rate.

“Net Maximum Rate”: For any Mortgage Loan and any Distribution Date, the maximum rate at which interest could accrue on such Mortgage Loan net of the sum of (a) the Expense Fee Rate and (b) on and after the Distribution Date in October 2016 until the earlier of (i) the Distribution Date in September 2026 and (ii) the termination of the Trust, the Final Maturity Reserve Rate.

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

“Net Monthly Excess Cashflow”: For any Distribution Date is equal to the sum of (a) any Overcollateralization Release Amount and (b) the excess of (x) the Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the LIBOR Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3 and Class 2A-1C Certificates and (C) the Principal Remittance Amount.

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

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

“Net WAC Cap”: For the LIBOR Certificates (other than the Class 1A-1B and Class 2A-1C Certificates) and any Distribution Date is equal to the product of (x) the Net WAC and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period. For the Class 1A-1B and Class 2A-1C 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-1B1, Class 2A-1B2, Class 2A-1B3 Certificates and the Subordinate Certificates for such Distribution Date over (y) the related Insurer Premium Rate for such Distribution Date.

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

“NIM Securities”: Any net interest margin securities issued by a trust or other special purpose entity pursuant to an Indenture, the principal assets of such issuing entity include the Class P and Class C Certificates and the payments received thereon, which principal assets back such securities.

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

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

“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 of 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 1A-1B, Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3, Class 2A-1C, Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates.

“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), or by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller, 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 the 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 Class Principal Balance”: With respect to each Class of Certificates other than the Class C, Class P and Class R Certificates, the corresponding aggregate amount set forth opposite the Class designation of such Class in the Preliminary Statement.

“Originator”: Xxxxxx Savings and Loan Association, F.A.

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

“Overcollateralization Target Amount”: With respect to any Distribution Date, an amount equal to (i) prior to the Stepdown Date, 0.50% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off 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 aggregate Stated Principal Balance of the Mortgage Loans prior to the Distribution Date in September 2012 or (II) 1.00% of the aggregate Stated Principal Balance of the Mortgage Loans on or after the Distribution Date in September 2012 and (y) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; or (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

“Overcollateralized Amount”: For any Distribution Date, an amount equal to (i) the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) 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) from the Principal Remittance Amount.

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

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

(i)	The Pass-Through Rate for the Class 1A-1A Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.190% per annum (0.380% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(ii)	The Pass-Through Rate for the Class 1A-1B Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.190% per annum (0.380% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(iii)

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

(iv)	The Pass-Through Rate for the Class 2A-1B1 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.090% per annum (0.180% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(v)	The Pass-Through Rate for the Class 2A-1B2 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.200% per annum (0.400% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(vi)	The Pass-Through Rate for the Class 2A-1B3 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.310% per annum (0.620% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(vii)

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

(viii)

The Pass-Through Rate for the Class M-1 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.390% per annum (0.585% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(ix)	The Pass-Through Rate for the Class M-2 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.410% per annum (0.615% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

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

(xi)	The Pass-Through Rate for the Class M-4 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.600% per annum (0.900% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(xii)

The Pass-Through Rate for the Class M-5 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 0.700% per annum (1.050% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(xiii)

The Pass-Through Rate for the Class M-6 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 1.200% per annum (1.800% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

(xiv)

The Pass-Through Rate for the Class M-7 Certificates with respect to any Distribution Date shall equal the least of (i) One-Month LIBOR plus 1.750% per annum (2.625% per annum after the Call Option Date), (ii) the Net WAC Cap for that Distribution Date and (iii) the Net Maximum Rate Cap.

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

“PCAOB”: The Public Company Accounting Oversight Board.

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

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

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

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

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

“Policy Account”: The trust account or accounts created and maintained by the Securities Administrator, on behalf of the Trustee pursuant to Section 4.05 hereof in the name of the Trustee for the benefit of the Class 1A-1B and Class 2A-1C Certificateholders and designated “Policy Account, Xxxxx Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of DSLA Mortgage Loan Trust, DSLA Mortgage Loan Pass-Through Certificates, Series 2006-AR2, Class 1A-1B and Class 2A-1C Certificates.”

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

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

“Preference Amounts”: As defined in the Certificate Insurance Policy.

“Prefunded Amount”: The amount deposited in the Prefunding Account on the Closing Date, which shall equal $195,476,571.

“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, Xxxxx Fargo Bank, N.A., as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee, in trust for the registered Holders of DSLA Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-AR2.” 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) October 12, 2006.

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

“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, (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 by the Servicer during the immediately preceding Prepayment Period.

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

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

“Principal Balance”: As to any Mortgage Loan, other than a Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal Balance, minus all collections credited against the Principal Balance of such Mortgage Loan after the Cut-off Date, 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. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property.

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

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

“Principal 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 or the Master Servicer in respect of the related Due Period, (b) that portion of the Purchase Price or Repurchase Price, as applicable, representing principal of any repurchased Mortgage Loan 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 in part or in full on Mortgage Loans received by the Servicer during the related Prepayment Period, net of Deferred Interest, (g) all Recoveries related to that Loan Group received during the related Prepayment Period, (h) the outstanding principal balance of each Mortgage Loan purchased from the Trust Fund by the NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent) and (i) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01 hereof, that portion of the Termination Price in respect of principal for that Loan Group.

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

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

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

“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 September 11, 2006, relating to the initial offering of the Offered Certificates.

“Purchase Agreement”: Each of (i) the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of September 1, 2004, as amended by that certain Amendment Number One dated as of October 28, 2004 and that certain Amendment Number Two dated as of September 23, 2005, between GCFP and Xxxxxx and (ii) Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December 31, 2005, between GCFP and Xxxxxx, as each may be amended from time to time, and any assignments and conveyances related to the Mortgage Loans.

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

“Qualified Insurer”: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, 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 and a Loan-to-Collateral Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio and the Loan-to-Collateral Value Ratio, respectively, of the Deleted Mortgage Loan as of such date, (ix) have been underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is of the same or better credit quality as the Deleted Mortgage Loan and (xi) conform to each representation and warranty set forth in Section 2.04 hereof applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the terms described in clause (vi) hereof shall be determined on the basis of weighted average remaining term to maturity, the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio described in clause (viii) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (x) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“Rating Agency”: Each of DBRS, S&P and Xxxxx’x and any respective successors thereto. If DBRS, Xxxxx’x, 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 August 1, 2006 among the Seller, the Depositor and the 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 P 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”: The meaning specified in Section 6.01.

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

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

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

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

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

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

“Remittance Report”: The 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 Servicer in respect of an REO Property pursuant to the Servicing Agreement.

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

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

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

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

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

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

“Required Reserve Fund Deposit”: With respect to the Class C Certificates and any Distribution Date, an amount equal to the lesser of (i) the Net Monthly Excess Cashflow otherwise distributable to the Class C Certificates for such Distribution Date and (ii) the amount required to bring the balance on deposit in the Basis Risk Reserve Fund to an amount equal to the greater of (a) the unpaid Basis Risk Shortfalls for such Distribution Date with respect to the LIBOR certificates and (b) $1,000.

“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 or the Securities Administrator, any director, any vice president, any assistant vice president, any associate assigned to the Corporate Trust Office of the Trustee or the Securities Administrator, as applicable, (or similar group) or any other officer of the Trustee or the Securities Administrator 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. When used with respect to the Master Servicer, any director, any vice president, any assistant vice president, any associate assigned to the office specified in Section 12.05 of the Master Servicer (or similar group) or any other officer of the Master Servicer customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

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

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

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

“Xxxxxxxx-Xxxxx Certification”: A written certification signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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”: Xxxxx Fargo Bank, N.A., or its successor in interest, or any successor securities administrator appointed as herein provided.

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

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

“Senior Certificate”: Any one of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3 and Class 2A-1C Certificates.

“Senior Certificate Group”: Either (a) the Class 1A-1A and Class 1A-1B Certificates with respect to Loan Group 1 or (b) the Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3 and Class 2A-1C Certificates with respect to Loan Group 2.

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

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

“Senior Principal Distribution Amount”: For any Distribution Date, an amount equal to the excess of (x) the aggregate class principal balance of the Senior Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) for each Distribution Date prior to September 2012, 82.125% and thereafter 85.700% and (ii) the sum of (x) the Stated Principal Balances of the Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) the amount on deposit in the Prefunding Account as of the last day of the related Prepayment Period and (B) the sum of (x) the Stated Principal Balances of the Mortgage Loans as of the last day of the related Prepayment Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (y) the amount on deposit in the Prefunding Account as of the last day of the related Prepayment Period minus approximately $6,050,000.

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

“Servicer”: Xxxxxx Savings and Loan Association, F.A., and any successors thereto.

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

“Servicing Advances”: With respect to the Servicer 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 Servicer in the performance of its servicing obligations under the 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 Servicing Agreement, as applicable.

“Servicing Agreement”: The Purchase Agreement, as reconstituted by the Reconstitution Agreement, 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 Mortgage Loan and for any calendar month, the fee payable to the Servicer as set forth on the Mortgager Loan Schedule.

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

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

“Servicing Officer”: Any officer of a Master Servicer or 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, Servicer or Subservicer, as applicable, to the Trustee, the Custodian and the Depositor on the Closing Date, as such list may from time to time be amended.

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

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

“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of the Distribution Date in September 2006, the Cut-off Date Principal Balance of such Mortgage Loan, (b) thereafter as of any date of determination up to and including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the Cut-off Date Principal Balance of such Mortgage Loan, minus, in the case of each Mortgage Loan, the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 5.01 before such date of determination and (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as recoveries of principal in accordance with the applicable provisions of the Servicing Agreement, to the extent distributed pursuant to Section 5.01 before such date of determination; and (c) as of any date of determination subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. 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 Certificate Principal Balance of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class 2A-1B3 and Class 2A-1C Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in September 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans and before distribution of the Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to (a) prior to the Distribution Date in September 2012, 17.875% and (b) on or after the Distribution Date in September 2012, 14.300%.

“Strike Rate”: Not applicable.

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

“Subordinate Adjusted Cap Rate”: For any Distribution Date and the Subordinate Certificates, the weighted average of the Group 1 Adjusted Cap Rate and the Group 2 Adjusted Cap Rate for such Distribution Date, weighted in either case based upon the applicable Subordinate Component for such Loan Group.

“Subordinate Certificate”: Any of the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 or Class M-7 Certificates.

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

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

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

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

“Subsequent Transfer Agreement”: A Subsequent Transfer Agreement substantially in the form of Exhibit 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 the Servicer, the Master Servicer, the Securities Administrator or the Custodian, and is responsible for the performance (whether directly or through subservicers or Subcontractors) of servicing functions required to be performed under this Agreement, any related Servicing Agreement or any subservicing agreement that are identified in Item 1122(d) of Regulation AB.

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

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

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

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

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

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

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

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

(a) the sum of the percentages obtained by dividing (x) the aggregate Stated Principal Balance of Mortgage Loans delinquent 60 days or more, that are in foreclosure or that are REO Properties by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month, exceeds (i) prior to the Distribution Date in September 2012, 35.04% of the current Credit Enhancement Percentage or (ii) on or after the Distribution Date in September 2012, 40.00% of the current Credit Enhancement Percentage; or

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

Distribution Date Occurring In	Percentage

September 2008 – August 2009	0.20% for the first month plus an additional 1/12^th of 0.30% for each month thereafter
September 2009 – August 2010	0.50% for the first month plus an additional 1/12^th of 0.35% for each month thereafter
September 2010 – August 2011	0.85% for the first month plus an additional 1/12^th of 0.40% for each month thereafter
September 2011 – August 2012	1.25% for the first month plus an additional 1/12^th of 0.45% for each month thereafter
September 2012 and thereafter	1.75%

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

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

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

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

“Unpaid Interest Shortfall Amount”: For each class of Offered Certificates (other than the Class C and Class P Certificates) and any Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not paid on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the applicable Pass-Through Rate for such Class for the related Accrual Period.

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

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

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

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

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

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 99% of the voting rights shall be allocated among the Classes of Regular Certificates, pro rata, based on a fraction, expressed as a percentage, the numerator of which is the Class Principal Balance of such Class and the denominator of which is the aggregate of the Class Principal Balances then outstanding and 1% of the voting rights shall be allocated to the Class R Certificate; provided, however, that when none of the Regular Certificates is outstanding, 100% of the voting rights shall be allocated to the Holder of the Class R Certificate. The voting rights allocated to a Class of Certificates shall be allocated among all Holders of such Class, pro rata, based on a fraction the numerator of which is the Certificate Principal Balance of each Certificate of such Class and the denominator of which is the Class Principal Balance of such Class; provided, further, however, that any Certificate registered in the name of the 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 and Class P Certificates will have no voting rights.

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

“Yield Maintenance Account”: Not applicable.

“Yield Maintenance Agreement”: Not applicable.

“Yield Maintenance Allocation Agreement”: Not applicable.

“Yield Maintenance Distributable Amount”: Not applicable.

“Yield Maintenance Notional Balance”: Not applicable.

“Yield Maintenance Payment Amount”: Not applicable.

“Yield Maintenance Provider”: Not applicable.

“Yield Maintenance Trust”: Not applicable.

“Yield Maintenance Trust Account”: Not applicable.

SECTION 1.02. Accounting.

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01. Conveyance of Mortgage Loans.

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

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

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

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

(i)

the original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank or in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee for DSLA Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-AR2, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the aggregate Cut-off Date Principal Balance of which is less than or equal to 2% of the Cut-off Date Aggregate Principal Balance;

(ii)

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

(iii)

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

(iv)

in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned to “Deutsche Bank National Trust Company, as Trustee for DSLA Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-AR2, without recourse;”

(v)

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

(vi)

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

(vii)

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

(viii)

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

In connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will take (or shall cause the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor, the Trustee and the Master Servicer), such actions as are necessary to cause the MERS^® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (or any Subsequent Transfer Agreement) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS^® System to identify the series of the Certificates issued in connection with the transfer of such Mortgage Loans to the DSLA Mortgage Loan Trust 2006-AR2. Notwithstanding anything herein to the contrary, the Master Servicer and Securities Administrator are not responsible for monitoring any MERS Mortgage Loans.

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

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

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

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

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

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

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

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

(viii)

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

(ix)

each Subsequent Mortgage Loan will have a Stated Principal Balance not greater than $1,968,000;

(x)

each Subsequent Mortgage Loan will have a first payment date no later than [[•]] 2006;

(xi)

each Subsequent Mortgage Loan will have a gross loan rate equal to, or in excess of, 1.250% per annum;

(xii)

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

(xiii)

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

(xiii)

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

(xiv)

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

(xv)

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

with respect to Loan Group 1:

(1)

a weighted average loan rate of not less than 6.446% per annum;

(2)

a weighted average remaining term to stated maturity of no more than 411 months;

(3)

a weighted average original LTV ratio of not more than 69.06%;

(4)

a weighted average credit score of not less than 705;

(5)

no more than [[•]]% of the Group 1 Mortgage Loans, by Cut-off Date Collateral Balance, will be concentrated in one state; and

(6)

no more than 11.23% of the Group 1 Mortgage Loans, by Cut-off Date Collateral Balance, will relate to non-owner occupied properties.

with respect to Loan Group 2:

(1)

a weighted average loan rate of not less than 6.315% per annum;

(2)

a weighted average remaining term to stated maturity of no more than 427 months;

(3)

a weighted average original LTV ratio of not more than 75.96%;

(4)

a weighted average credit score of not less than 711;

(5)

no more than [[•]]% of the Group 2 Mortgage Loans, by Cut-off Date Collateral Balance, will be concentrated in one state; and

(6)

no more than 0.74% of the Group 2 Mortgage Loans, by Cut-off Date Collateral Balance, will relate to non-owner occupied properties.

(xv)

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

(xvi)

no Event of Default has occurred hereunder;

(xvii)

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

(xviii)

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

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

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

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

SECTION 2.02. Acceptance by Trustee.

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

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

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

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

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

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

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

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

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

SECTION 2.03.

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

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

(b) Upon discovery or receipt of written notice that a document does not comply with the requirements of Section 2.01 hereof, or that a document is missing from, a Mortgage File or of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or Section 2.08 hereof in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders or the Certificate Insurer, the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller of such noncompliance, missing document or breach and request that the Seller deliver such missing document or cure such noncompliance or breach within 90 days from the date that the Seller was notified of such missing document, noncompliance or breach, and if the Seller does not deliver such missing document or cure such noncompliance or breach in all material respects during such period, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement and cause the Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such 90 day period, if the Seller shall have commenced to cure such breach within such 90 day period, the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within the additional period provided under the Mortgage Loan Purchase Agreement; and, provided further, that, in the case of the breach of any representation, warranty or covenant made by the Seller in Section 2.04 hereof, the Seller shall be obligated to cure such breach or purchase the affected Mortgage Loans for the Purchase Price or, if the Mortgage Loan or the related Mortgaged Property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Purchase Price, any excess of the Purchase Price over the Net Liquidation Proceeds received upon such sale.

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

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

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

(e) [Reserved].

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

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

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

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

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

SECTION 2.04.

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

The Seller hereby makes the following representations and warranties to the Trustee on behalf of the Certificateholders and the Certificate Insurer as of the Closing Date with respect to the Initial Mortgage Loans and as of the applicable Subsequent Transfer Date with respect to any Subsequent Mortgage Loan:

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

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

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

(iv) [Reserved];

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.05. [Reserved].

SECTION 2.06. Representations and Warranties of the Depositor.

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

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

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

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

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

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

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

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

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

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

SECTION 2.07. Issuance of Certificates.

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

SECTION 2.08. Representations and Warranties of the Seller.

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.09. Covenants of the Seller.

The Seller hereby covenants that, except for the transfer hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest therein; the Seller will notify the Trustee, as assignee of the Depositor, and the Master Servicer of the existence of any lien on any Mortgage Loan immediately upon discovery thereof, and the Seller will defend the right, title and interest of the Trustee, as assignee of the Depositor, in, to and under the Mortgage Loans, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Mortgage Loans any liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto. The Seller shall, within 30 days after the Closing Date, provide the Master Servicer, the Securities Administrator, the Trustee, the Servicer, the Certificate Insurer and the Depositor a complete list of each party to the DSLA Mortgage Loan Trust 2006-AR2 transaction.

ARTICLE III

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

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

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

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

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

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

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

SECTION 3.02. REMIC-Related Covenants.

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

SECTION 3.03. Monitoring of Servicer.

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

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

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

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

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

SECTION 3.04. Fidelity Bond.

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

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

SECTION 3.05. Power to Act; Procedures.

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

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

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

SECTION 3.07. Release of Mortgage Files.

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

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

SECTION 3.08.

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

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

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

SECTION 3.09. Standard Hazard Insurance and Flood Insurance Policies.

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

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

SECTION 3.10. Presentment of Claims and Collection of Proceeds.

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

SECTION 3.11. Maintenance of the Primary Insurance Policies.

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

(b) The Master Servicer agrees to cause the Servicer (to the extent required under the Servicing Agreement) to present, on behalf of the Trustee, the Trust Fund and the Certificateholders, claims to the insurer under any Primary Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Sections 4.01 and 4.02, any amounts collected by the Servicer under any Primary Insurance Policies shall be remitted to the Securities Administrator for deposit in the Distribution Account, subject to withdrawal pursuant to Section 4.03.

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

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

SECTION 3.13. Realization Upon Defaulted Mortgage Loans.

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

SECTION 3.14. Additional Compensation to the Master Servicer.

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

SECTION 3.15. REO Property.

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

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

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

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

SECTION 3.16. Assessments of Compliance and Attestation Reports.

(a) Assessments of Compliance.

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

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

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

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

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

(b) Attestation Reports.

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

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

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

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

(v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

SECTION 3.17. Annual Compliance Statement.

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

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

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

SECTION 3.18. Xxxxxxxx-Xxxxx Certification.

Each Form 10-K shall include a Xxxxxxxx-Xxxxx Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Securities Administrator and the Master Servicer shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “