GREENWICH CAPITAL ACCEPTANCE, INC., Depositor GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., Seller and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1, 2006
EXHIBIT 4.1
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ARTICLE
I DEFINITIONS; DECLARATION OF TRUST
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4
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SECTION
1.01.
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Defined
Terms.
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4
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SECTION
1.02.
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Accounting.
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51
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ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
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52
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SECTION
2.01.
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Conveyance
of Mortgage Loans.
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52
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SECTION
2.02.
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Acceptance
by Trustee.
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56
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SECTION
2.03.
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Repurchase
or Substitution of Mortgage Loans by the Originator and the Seller.
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57
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SECTION
2.04.
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Representations
and Warranties of the Seller with Respect to the Mortgage Loans.
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61
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SECTION
2.05.
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[Reserved].
|
64
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|
SECTION
2.06.
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Representations
and Warranties of the Depositor.
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64
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SECTION
2.07.
|
Issuance
of Certificates.
|
65
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SECTION
2.08.
|
Representations
and Warranties of the Seller.
|
66
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SECTION
2.09.
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Covenants
of the Seller.
|
68
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ARTICLE
III ADMINISTRATION OF THE MORTGAGE LOANS
|
68
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|
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SECTION
3.01.
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Servicing
of the Mortgage Loans.
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68
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SECTION
3.02.
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REMIC-Related
Covenants.
|
68
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SECTION
3.03.
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Release
of Mortgage Files.
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68
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|
SECTION
3.04.
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Assessments
of Compliance and Attestation Reports.
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69
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SECTION
3.05.
|
Enforcement
of Regulation AB Deliverables.
|
71
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SECTION
3.06.
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▇▇▇▇▇▇▇▇-▇▇▇▇▇
Certification.
|
71
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SECTION
3.07.
|
Reports
Filed with Securities and Exchange Commission.
|
72
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SECTION
3.08.
|
Additional
Information.
|
78
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|
SECTION
3.09.
|
Intention
of the Parties and Interpretation.
|
78
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|
SECTION
3.10.
|
Indemnification
by the Trustee.
|
78
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SECTION
3.11.
|
[Reserved].
|
79
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SECTION
3.12.
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Reporting
Requirements of the Commission.
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79
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ARTICLE
IV ACCOUNTS
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79
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SECTION
4.01.
|
Servicing
Accounts.
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79
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SECTION
4.02.
|
Distribution
Account.
|
81
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SECTION
4.03.
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
82
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SECTION
4.04.
|
[Reserved].
|
84
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SECTION
4.05.
|
Certificate
Insurance Policy.
|
84
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ARTICLE
V FLOW OF FUNDS
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87
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|
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SECTION
5.01.
|
Distributions.
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87
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|
SECTION
5.02.
|
Allocation
of Net Deferred Interest.
|
95
|
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SECTION
5.03.
|
Allocation
of Realized Losses.
|
96
|
|
SECTION
5.04.
|
Statements.
|
97
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|
SECTION
5.05.
|
Remittance
Reports; Advances.
|
100
|
|
SECTION
5.06.
|
Compensating
Interest Payments.
|
101
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|
SECTION
5.07.
|
Basis
Risk Reserve Fund.
|
101
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|
SECTION
5.08.
|
Recoveries.
|
102
|
|
SECTION
5.09.
|
The
Final Maturity Reserve Trust.
|
102
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|
SECTION
5.10.
|
Yield
Maintenance Agreement; Class 2A-1C2 Yield Maintenance Agreement.
|
103
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SECTION
5.11.
|
Yield
Maintenance Trust; Yield Maintenance Trust Account.
|
104
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|
SECTION
5.12.
|
Yield
Maintenance Account; Class 2A-1C2 Yield Maintenance Account.
|
105
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ARTICLE
VI THE CERTIFICATES
|
106
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SECTION
6.01.
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The
Certificates.
|
106
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SECTION
6.02.
|
Registration
of Transfer and Exchange of Certificates.
|
107
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SECTION
6.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
115
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SECTION
6.04.
|
Persons
Deemed Owners.
|
116
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SECTION
6.05.
|
Appointment
of Paying Agent.
|
116
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ARTICLE
VII DEFAULT
|
116
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|
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SECTION
7.01.
|
Event
of Default.
|
116
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SECTION
7.02.
|
Trustee
to Act.
|
117
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SECTION
7.03.
|
Waiver
of Event of Default.
|
118
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SECTION
7.04.
|
Notification
to Certificateholders.
|
118
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ARTICLE
VIII THE TRUSTEE
|
119
|
|
|
SECTION
8.01.
|
Duties
of the Trustee.
|
119
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
121
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SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
122
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SECTION
8.04.
|
Trustee
and Custodian May Own Certificates.
|
123
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SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
123
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
123
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SECTION
8.07.
|
Resignation
or Removal of Trustee.
|
124
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SECTION
8.08.
|
Successor
Trustee.
|
125
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SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
125
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SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
126
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SECTION
8.11.
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Limitation
of Liability.
|
127
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SECTION
8.12.
|
Trustee
May Enforce Claims Without Possession of Certificates.
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127
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SECTION
8.13.
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Suits
for Enforcement.
|
128
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SECTION
8.14.
|
Waiver
of Bond Requirement.
|
128
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SECTION
8.15.
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
128
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SECTION
8.16.
|
Appointment
of Custodians.
|
128
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SECTION
8.17.
|
Indemnification.
|
128
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SECTION
8.18.
|
Limitation
of Liability of Trustee and Administrator; Indemnification.
|
129
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ii
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SECTION
8.19.
|
Administrator’s
Fees and Expenses.
|
129
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|
SECTION
8.20.
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Resignation
or Removal of the Administrator.
|
130
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SECTION
8.21.
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Closing
Opinion of Counsel.
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130
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ARTICLE
IX REMIC ADMINISTRATION
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131
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SECTION
9.01.
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REMIC
Administration.
|
131
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SECTION
9.02.
|
Prohibited
Transactions and Activities.
|
133
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ARTICLE
X TERMINATION
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134
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SECTION
10.01.
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Termination.
|
134
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SECTION
10.02.
|
Additional
Termination Requirements.
|
137
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SECTION
10.03.
|
NIMS
Insurer Optional Repurchase Right of Distressed Mortgage Loans.
|
137
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|
ARTICLE
XI DISPOSITION OF TRUST FUND ASSETS
|
137
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|
|
SECTION
11.01.
|
Disposition
of Trust Fund Assets.
|
137
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|
ARTICLE
XII MISCELLANEOUS PROVISIONS
|
138
|
|
|
SECTION
12.01.
|
Amendment.
|
138
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SECTION
12.02.
|
Recordation
of Agreement; Counterparts.
|
139
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SECTION
12.03.
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Limitation
on Rights of Certificateholders.
|
139
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SECTION
12.04.
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Governing
Law; Jurisdiction.
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141
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SECTION
12.05.
|
Notices.
|
141
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|
SECTION
12.06.
|
Severability
of Provisions.
|
141
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SECTION
12.07.
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Article
and Section References.
|
142
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|
SECTION
12.08.
|
Notice
to the Rating Agencies.
|
142
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SECTION
12.09.
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Further
Assurances.
|
143
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SECTION
12.10.
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Benefits
of Agreement.
|
143
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SECTION
12.11.
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Acts
of Certificateholders.
|
144
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SECTION
12.12.
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Successors
and Assigns.
|
144
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SECTION
12.13.
|
Provision
of Information.
|
144
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SECTION
12.14.
|
Transfer
of Servicing.
|
145
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|
EXHIBITS
AND SCHEDULES:
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||
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Exhibit
A
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Form
of Senior Certificate
|
A
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Exhibit
B
|
Form
of Subordinate Certificate
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B
|
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Exhibit
C-1
|
Form
of Class C Certificate
|
C-1
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|
Exhibit
C-2
|
Form
of Class P Certificate
|
C-2
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|
Exhibit
C-3
|
Form
of Class R Certificate
|
C-3
|
|
Exhibit
D
|
Form
of Reverse Certificate
|
D
|
|
Exhibit
E
|
[Reserved]
|
E
|
|
Exhibit
F
|
Request
for Release
|
F
|
|
Exhibit
G-1
|
Form
of Receipt of Mortgage Note
|
G-1
|
|
Exhibit
G-2
|
Form
of Interim Certification of Trustee
|
G-2
|
iii
|
Exhibit
G-3
|
Form
of Final Certification of Trustee
|
G-3
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
H
|
|
Exhibit
I-1
|
Form
of ERISA Representation for Residual Certificate
|
I-1
|
|
Exhibit
I-2
|
Form
of ERISA Representation for ERISA Restricted Trust
Certificates
|
I-2
|
|
Exhibit
J-1
|
Form
of Investment Letter [Non-Rule 144A]
|
J-1
|
|
Exhibit
J-2
|
Form
of Rule 144A Investment Letter
|
J-2
|
|
Exhibit
K
|
Form
of Transferor Certificate
|
K
|
|
Exhibit
L
|
Transfer
Affidavit for Residual Certificate Pursuant to Section
6.02(e)
|
L
|
|
Exhibit
M
|
Form
of Back-Up Certification
|
M
|
|
Exhibit
N
|
List
of Servicers and Servicing Agreements
|
N
|
|
Exhibit
O
|
Transaction
Parties
|
O
|
|
Exhibit
P
|
Form
of Trustee Certification
|
P
|
|
Exhibit
Q
|
Form
of Certification Regarding Servicing Criteria to be Addressed
in Report on
Assessment of Compliance
|
Q
|
|
Exhibit
R
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
R
|
|
Exhibit
S
|
[Reserved]
|
S
|
|
Exhibit
T
|
[Reserved]
|
T
|
|
Exhibit
U
|
Additional
Disclosure Notification
|
U
|
|
Exhibit
V
|
Yield
Maintenance Allocation Agreement
|
V
|
|
Exhibit
W
|
Yield
Maintenance Agreement
|
W
|
|
Exhibit
X
|
Class
2A-1C2 Yield Maintenance Agreement
|
X
|
|
Exhibit
Y
|
Certificate
Insurance Policy
|
Y
|
|
Schedule
I
|
Mortgage
Loan Schedule
|
|
|
Schedule
II
|
Final
Maturity Reserve Schedule
|
iv
|
Designation
|
Interest
Rate
|
Initial
Principal
Balance
|
Corresponding
Class of Certificate
|
||||||||
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|
|
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|
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|
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|
||||
|
LT-1A-1A
|
(1
|
)
|
$
|
416,229,500.00
|
1A-1A
|
||||||
|
LT-2A-1A
|
(1
|
)
|
$
|
533,452,500.00
|
▇▇-▇▇
|
||||||
|
▇▇-▇▇-▇▇▇
|
(1
|
)
|
$
|
100,000,000.00
|
▇▇-▇▇▇
|
||||||
|
▇▇-▇▇-▇▇▇
|
(1
|
)
|
$
|
122,271,500.00
|
2A-1B2
|
||||||
|
LT-2A-1C1
|
(1
|
)
|
$
|
50,000,000.00
|
2A-1C1
|
||||||
|
LT-2A-1C2
|
(1
|
)
|
$
|
83,363,500.00
|
2A-1C2
|
||||||
|
LT-B-1
|
(1
|
)
|
$
|
34,578,000.00
|
▇-▇
|
||||||
|
▇▇-▇-▇
|
(1
|
)
|
$
|
27,374,000.00
|
▇-▇
|
||||||
|
▇▇-▇-▇
|
(1
|
)
|
$
|
8,644,500.00
|
▇-▇
|
||||||
|
▇▇-▇-▇
|
(1
|
)
|
$
|
20,891,000.00
|
▇-▇
|
||||||
|
▇▇-▇-▇
|
(1
|
)
|
$
|
15,848,000.00
|
▇-▇
|
||||||
|
▇▇-▇-▇
|
(1
|
)
|
$
|
13,687,000.00
|
▇-▇
|
||||||
|
▇▇-▇-▇
|
(1
|
)
|
$
|
7,202,500.00
|
B-7
|
||||||
|
LT-P
|
$
|
50.00
|
P
|
||||||||
|
LT-Q
|
(1
|
)
|
$
|
1,447,952,377.79
|
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 October 2016, it shall bear interest for the related Accrual Period
at
a fixed rate of 0.00%, and for each Distribution Date commencing
on the
Distribution Date in October 2016 and on each Distribution Date thereafter
until the Final Maturity Reserve Termination Date, it shall bear
interest
for the related Accrual Period at a fixed rate equal to the Final
Maturity
Reserve Rate.
|
| (3) |
The
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.
|
2
| i. |
concurrently
to the ▇▇-▇▇-▇▇, ▇▇-▇▇-▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇- 2A-2C,
▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, and LT-P 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.
|
|
Class
|
Original
Class Principal Balance or
Class
Notional Balance
|
Pass-Through
Rate
|
||||||
|
|
|
|
|
|
|
|||
|
Class
1A-1A
|
$
|
832,459,000.00
|
(1
|
)
|
||||
|
Class
2A-1A
|
$
|
1,066,905,000.00
|
(1
|
)
|
||||
|
Class
2A-1B1
|
$
|
200,000,000.00
|
(1
|
)
|
||||
|
Class
2A-1B2
|
$
|
244,543,000.00
|
(1
|
)
|
||||
|
Class
2A-1C1
|
$
|
100,000,000.00
|
(1
|
)
|
||||
|
Class
2A-1C2
|
$
|
166,727,000.00
|
(1
|
)
|
||||
|
Class
B-1
|
$
|
69,156,000.00
|
(1
|
)
|
||||
|
Class
B-2
|
$
|
54,748,000.00
|
(1
|
)
|
||||
|
Class
B-3
|
$
|
17,289,000.00
|
(1
|
)
|
||||
|
Class
B-4
|
$
|
41,782,000.00
|
(1
|
)
|
||||
|
Class
B-5
|
$
|
31,696,000.00
|
(1
|
)
|
||||
|
Class
B-6
|
$
|
27,374,000.00
|
(1
|
)
|
||||
|
Class
B-7
|
$
|
14,405,000.00
|
(1
|
)
|
||||
|
Class
C
|
(2
|
)
|
(2
|
)
|
||||
|
Class
P
|
$
|
100.00
|
(3
|
)
|
||||
|
Class
R
|
(4
|
)
|
(4
|
)
|
||||
|
(1)
|
Calculated
pursuant to the definition of “Pass-Through
Rate.”
|
| (2) |
The
Class C Interest shall have an initial principal balance of
$14,410,327.79. The Class C Interest also comprises a notional
component
having a notional amount that at all times will equal the aggregate
of the
principal balances of the Lower-Tier Regular Interests (i.e., the
Pool
Balance). For each Distribution Date (and the related Accrual Period),
the
notional component shall bear interest at a rate equal to the excess
of
(a) the weighted average of the interest rates on the Lower-Tier
Regular
Interests (other than the LT-I Interest), weighted on the basis
of the
principal balance of each such Lower-Tier Interest, over (b) the
Adjusted
Lower-Tier WAC. For any Distribution Date, interest that accrues
on the
notional component of the Class C Interest shall be deferred to
the extent
of any increase in the Overcollateralized Amount on such date.
Such
deferred interest shall not itself bear interest. In addition,
any Net
Deferred Interest allocated to the Class C Certificate shall increase
its
principal balance. In addition to the rights set forth above, the
Class C
Certificates shall also evidence ownership of the LT-I Interest
in the
Lower-Tier REMIC.
|
| (3) |
The
Class P Certificate shall not bear interest at a stated rate. The
Class P
Certificate shall have an initial Class Principal Balance of $100.00.
Prepayment Penalty Amounts paid with respect to the Mortgage Loans
shall
be distributed to the Class P
Certificates.
|
| (4) |
The
Class R Certificate represents the sole class of residual interest
in the
Upper-Tier REMIC and does not have a principal balance or a pass-through
rate.
|
3
4
5
6
7
8
9
10
11
12
13
14
15
|
|
|
Initial
Credit Enhancement
Percentage
|
Target
Credit Enhancement
Percentage
before
October
2012 or
Stepdown
Date
|
Target
Credit Enhancement
Percentage
on or after
October
2012 or
Stepdown
Date
|
|||
|
|
|
|
|||||
|
Senior
|
9.400
|
%
|
23.500
|
%
|
18.800
|
%
|
|
|
B-1
|
7.000
|
%
|
17.500
|
%
|
14.000
|
%
|
|
|
B-2
|
5.100
|
%
|
12.750
|
%
|
10.200
|
%
|
|
|
B-3
|
4.500
|
%
|
11.250
|
%
|
9.000
|
%
|
|
|
B-4
|
3.050
|
%
|
7.625
|
%
|
6.100
|
%
|
|
|
B-5
|
1.950
|
%
|
4.875
|
%
|
3.900
|
%
|
|
|
B-6
|
1.000
|
%
|
2.500
|
%
|
2.000
|
%
|
|
|
B-7
|
0.500
|
%
|
1.250
|
%
|
1.000
|
%
|
16
17
18
| (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 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 Trustee. Eligible Accounts may bear
interest.
|
19
20
21
22
23
24
25
26
|
(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;
|
27
|
(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;
|
28
|
(xxiv)
|
the
Expense Fee Rate therefor; and
|
|
(xxv)
|
the
respective Loan Group.
|
29
30
31
|
(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 0.210%
per annum (0.420% 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 2A-1A Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.210%
per annum (0.420% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
Cap.
|
32
|
(iii)
|
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 0.260%
per annum (0.520% 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-1B2 Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.280%
per annum (0.560% 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-1C1 Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.300%
per annum (0.600% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
Cap.
|
|
(vi)
|
The
Pass-Through Rate for the Class 2A-1C2 Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.210%
per annum (0.420% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date, (iii) the Net Maximum Rate
Cap and
(iv) 10.00% per annum.
|
|
(vii)
|
The
Pass-Through Rate for the Class B-1 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.410%
per annum (0.615% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
Cap.
|
|
(viii)
|
The
Pass-Through Rate for the Class B-2 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.420%
per annum (0.630% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
Cap.
|
|
(ix)
|
The
Pass-Through Rate for the Class B-3 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.450%
per annum (0.675% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
Cap.
|
|
(x)
|
The
Pass-Through Rate for the Class B-4 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.600%
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.
|
33
|
(xi)
|
The
Pass-Through Rate for the Class B-5 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.700%
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.
|
|
(xii)
|
The
Pass-Through Rate for the Class B-6 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.250%
per annum (1.875% 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 B-7 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 2.000%
per annum (3.000% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
Cap.
|
|
(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 or the Servicer or their
agents
acting in their respective commercial capacities) incorporated
under the
laws of the United States of America or any state thereof and subject
to
supervision and examination by federal and/or state authorities,
so long
as, at the time of such investment or contractual commitment providing
for
such investment, such depository institution or trust company or
its
ultimate parent has a short-term uninsured debt rating in one of
the two
highest available rating categories of each of the Rating Agencies
and (B)
any other demand or time deposit or deposit which is fully insured
by the
FDIC;
|
34
|
(iii)
|
repurchase
obligations with respect to any security described in clause
(i) above and entered into with a depository institution or trust
company (acting as principal) rated A or higher by each of the
Rating
Agencies;
|
|
(iv)
|
securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the
District
of Columbia or any State thereof and that are rated by each Rating
Agency
in its highest long-term unsecured rating categories at the time
of such
investment or contractual commitment providing for such
investment;
|
|
(v)
|
commercial
paper (including both non-interest-bearing discount obligations
and
interest-bearing obligations) that is rated by each Rating Agency
in its
highest short-term unsecured debt rating available at the time
of such
investment;
|
|
(vi)
|
any
mutual fund, money market fund, common trust fund or other pooled
investment vehicle, including any such fund that is managed by
the NIMS
Insurer, or for which the NIMS Insurer 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 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 Trustee, any other demand,
money
market or time deposit, or any other obligation, security or investment,
as may be acceptable to each Rating Agency in writing as a permitted
investment of funds backing securities having ratings equivalent
to its
highest initial ratings of the Senior
Certificates;
|
35
36
37
38
39
40
41
42
43
44
45
46
47
|
Distribution
Date Occurring In
|
Percentage
|
|
|
|
|
|
|
October
2008 - September 2009
|
0.15%
for the first month plus an additional 1/12th
of 0.25% for each month thereafter
|
|
|
October
2009 - September 2010
|
0.40%
for the first month plus an additional 1/12th
of 0.30% for each month thereafter
|
|
|
October
2010 - September 2011
|
0.70%
for the first month plus an additional 1/12th
of 0.30% for each month thereafter
|
|
|
October
2011 - September 2012
|
1.00%
for the first month plus an additional 1/12th
of 0.35% for each month thereafter
|
|
|
October
2012 - September 2013
|
1.35%
for the first month plus an additional 1/12th
of 0.15% for each month thereafter
|
|
|
October
2013 and thereafter
|
1.50%
|
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
|
(A)
|
on
the Distribution Date commencing in October 2016 and on each Distribution
Date thereafter until the Final Maturity Reserve Termination Date,
for
deposit in the Final Maturity Reserve Account, the Final Maturity
Reserve
Amount;
|
|
(B)
|
from
the remaining Interest Remittance Amount for the related Loan Group
to the
holders of the Class 1A-1A, Class 2A-1A, Class 2A-1B1, Class 2A-1B2,
Class
2A-1C1 and Class 2A-1C2, as applicable, the related Monthly Interest
Distributable Amount and the related Unpaid Interest Shortfall Amount,
if
any, to which each such Class is entitled, in each case, on a pro
rata
basis to each such Class in the related Certificate Group based on
the
amounts due such Class; provided,
that if the Interest Remittance Amount for Loan Group 1 is insufficient
to
pay the Class 1A-1A Certificates, the related Monthly Interest
Distributable Amount, the Trustee shall withdraw the amount of such
deficiency shortfalls from the remaining Interest Remittance Amount
for
Loan Group 2 after distributions are made of the Monthly Interest
Distributable Amount to the Class 2A-1A, Class 2A-1B1, Class 2A-1B2,
Class
2A-1C1 and Class 2A-1C2 Certificates, and if the Interest Remittance
Amount for Loan Group 2 is insufficient to pay the Class 2A-1A, Class
2A-1B1, Class 2A-1B2, Class 2A-1C1 and Class 2A-1C2 Certificates
the
related Monthly Interest Distributable Amount, the Trustee shall
withdraw
the amount of such deficiency shortfalls from the remaining Interest
Remittance Amount for Loan Group 1 after distributions are made of
the
Monthly Interest Distributable Amount to the Class 1A-1A
Certificates;
|
|
(C)
|
from
the remaining Interest Remittance Amounts for both Loan Groups,
reimbursement amounts owed to the Certificate
Insurer;
|
|
(D)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-1 Certificates, the related Monthly Interest
Distributable Amount;
|
87
|
(E)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-2 Certificates, the related Monthly Interest
Distributable Amount;
|
|
(F)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-3 Certificates, the related Monthly Interest
Distributable Amount;
|
|
(G)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-4 Certificates, the related Monthly Interest
Distributable Amount;
|
|
(H)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-5 Certificates, the related Monthly Interest
Distributable Amount;
|
|
(I)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-6 Certificates, the related Monthly Interest
Distributable Amount;
|
|
(J)
|
from
the remaining Interest Remittance Amounts for both Loan Groups, to
the
holders of the Class B-7 Certificates, the related Monthly Interest
Distributable Amount; and
|
|
(K)
|
for
application as part of Net Monthly Excess Cashflow for such Distribution
Date, as described under Section 5.01(a)(iv)
below;
|
|
(A)
|
from
the related Principal Distribution Amount for the related Loan Group,
concurrently as follows:
|
|
(1)
|
to
the holders of the Class 1A-1A Certificates, the Principal Distribution
Amount for Loan Group 1, based on its Certificate Principal Balance
immediately prior to such Distribution Date, until its Certificate
Principal Balance is reduced to zero;
and
|
88
|
(2)
|
to
the holders of the Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class
2A-1C1
and Class 2A-1C2 Certificates, the Principal Distribution Amount
for Loan
Group 2, pro
rata
based on their respective Certificate Principal Balances immediately
prior
to such Distribution Date, until their respective Certificate Principal
Balances are reduced to zero;
|
|
(B)
|
to
the Certificate Insurer, any Certificate Insurer Reimbursement Amounts
due
to the Certificate Insurer;
|
|
(C)
|
from
the Principal Distribution Amount for both Loan
Groups
|
|
(1)
|
to
the holders of the Class B-1 Certificates, until the Certificate
Principal
Balance thereof has been reduced to
zero;
|
|
(2)
|
to
the holders of the Class B-2 Certificates, until the Certificate
Principal
Balance thereof has been reduced to zero;
|
|
(3)
|
to
the holders of the Class B-3 Certificates, until the Certificate
Principal
Balance thereof has been reduced to
zero;
|
|
(4)
|
to
the holders of the Class B-4 Certificates, until the Certificate
Principal
Balance thereof has been reduced to
zero;
|
|
(5)
|
to
the holders of the Class B-5 Certificates, until the Certificate
Principal
Balance thereof has been reduced to zero;
|
|
(6)
|
to
the holders of the Class B-6 Certificates, until the Certificate
Principal
Balance thereof has been reduced to
zero;
|
|
(7)
|
to
the holders of the Class B-7 Certificates, until the Certificate
Principal
Balance thereof has been reduced to zero;
and
|
|
(8)
|
for
application as part of Net Monthly Excess Cashflow for such Distribution
Date, as described under Section 5.01(a)(iv)
below.
|
89
|
(A)
|
from
the Senior Principal Distribution Amount for the related Loan Group,
concurrently as follows:
|
|
(1)
|
to
the holders of the Class 1A-1A Certificates, the Principal Distribution
Amount for Loan Group 1, based on its Certificate Principal Balance
immediately prior to such Distribution Date, until its Certificate
Principal Balance is reduced to zero;
and
|
|
(2)
|
to
the holders of the Class 2A-1A, Class 2A-1B1, Class 2A-1B2, Class
2A-1C1
and Class 2A-1C2 Certificates, the Principal Distribution Amount
for Loan
Group 2, pro
rata
based on their respective Certificate Principal Balances immediately
prior
to such Distribution Date, until their respective Certificate Principal
Balances are reduced to zero;
|
|
(B)
|
to
the Certificate Insurer any Certificate Insurer Reimbursement Amounts
due
to the Certificate Insurer; and
|
|
(C)
|
from
the Principal Distribution Amount for both Loan
Groups
|
|
(1)
|
to
the holders of the Class B-1 Certificates, the Class B-1 Principal
Distribution Amount;
|
|
(2)
|
to
the holders of the Class B-2 Certificates, the Class B-2 Principal
Distribution Amount
|
|
(3)
|
to
the holders of the Class B-3 Certificates, the Class B-3 Principal
Distribution Amount;
|
|
(4)
|
to
the holders of the Class B-4 Certificates, the Class B-4 Principal
Distribution Amount;
|
|
(5)
|
to
the holders of the Class B-5 Certificates, the Class B-5 Principal
Distribution Amount;
|
|
(6)
|
to
the holders of the Class B-6 Certificates, the Class B-6 Principal
Distribution Amount
|
|
(7)
|
to
the holders of the Class B-7 Certificates, the Class B-7 Principal
Distribution Amount; and
|
90
|
(8)
|
for
application as part of Net Monthly Excess Cashflow for such Distribution
Date, as described under Section 5.01(a)(iv)
below.
|
|
(A)
|
to
the Holders of the Class or Classes of Certificates then entitled
to
receive distributions in respect of principal, in an amount equal
to the
principal portion of Realized Losses previously allocated to reduce
the
Certificate Principal Balance of such certificates, pro
rata,
to each such Class based on the Class Principal Balance of each such
Certificate prior to such Distribution Date as a distribution in
respect
of principal, but only to the extent of Recoveries for that Distribution
Date:
|
|
(B)
|
as
part of the Principal Distribution Amount, to pay to the holders
of the
Senior Certificates and the Subordinate Certificates in reduction
of their
certificate principal balances, the principal portion of Realized
Losses
incurred on the Mortgage Loans in the preceding calendar month;
pro
rata,
to each such Class based on the Class Principal Balance of each such
Certificate prior to such Distribution Date as a distribution in
respect
of principal;
|
|
(C)
|
to
the Holders of the Class or Classes of Certificates then entitled
to
receive distributions in respect of principal, in an amount equal
to any
Extra Principal Distribution Amount, pro
rata,
to each such Class based on the Class Principal Balance of each such
Certificate prior to such Distribution Date as a distribution in
respect
of principal;
|
|
(D)
|
to
the Certificate Insurer, any unpaid remaining Certificate Insurer
Reimbursement Amounts;
|
|
(E)
|
to
the Holders of the Senior Certificates and the Subordinate Certificates,
the amount of any Interest Shortfalls allocated thereto for such
Distribution Date, on a pro
rata
basis based on Interest Shortfalls allocated thereto, to the extent
not
covered by the Servicing Fee on that Distribution Date;
|
|
(F)
|
to
the Holders of the Senior Certificates and the Subordinate Certificates,
any Interest Shortfalls remaining unpaid from prior Distribution
Dates
together with interest thereon, on a pro
rata
basis based on unpaid Interest Shortfalls previously allocated
thereto;
|
91
|
(G)
|
to
the Holders of the Senior Certificates, pro
rata,
and then to the Holders of the Subordinate Certificates, sequentially,
in
that order, the amount of any Basis Risk Shortfall remaining unpaid
as of
such Distribution Date;
|
|
(H)
|
to
the Holders of the Senior Certificates and the Subordinate Certificates,
in an amount equal to any Interest Shortfalls resulting from Relief
Act
Reductions for such Distribution Date, pro
rata,
based on the amount of Interest Shortfalls resulting from Relief
Act
Reductions allocated to each Class for such Distribution
Date;
|
|
(I)
|
to
the Holders of the Senior Certificates, pro
rata,
and then to the Holders of the Subordinate Certificates, sequentially,
in
that order, the principal portion of any Allocated Realized Loss
Amounts
remaining unreimbursed;
|
|
(J)
|
to
the Basis Risk Reserve Fund, any Required Reserve Fund
Deposit;
|
|
(K)
|
to
the Holders of the Class C Certificates, the Class C Distributable
Amount
on the final Distribution Date; and
|
|
(L)
|
to
the Holder of the Class R Certificate, any Available Funds, other
than any
portion thereof in respect of Premium Proceeds, then
remaining.
|
|
(A)
|
in
the amounts and the priority set forth in Section
5.01(a)(ii);
|
|
(B)
|
to
the Holders of the Class C Certificates, the Class C Distributable
Amount;
and
|
|
(C)
|
to
the Holder of the Class R Certificate, any Available Funds, other
than any
portion thereof in respect of Premium Proceeds, then
remaining.
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92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
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GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Depositor
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
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Name:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
Senior Vice President
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GREENWICH
CAPITAL FINANCIAL
PRODUCTS,
INC., as Seller
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
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Name:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
Senior Vice President
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DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Vice President
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Authorized Signer
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EXHIBIT A
FORM OF SENIOR CERTIFICATE
CLASS [___]A[-1[___]] CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF THE RATING OF THIS CERTIFICATE IS BELOW “AA-” OR ITS EQUIVALENT WHEN IT IS ACQUIRED, THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT THE TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60.
ON OR PRIOR TO THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL MATURITY RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND HOLDING OF SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH CERTIFICATE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(b)(17) OF ERISA OR SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL FURTHER BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION OF THE FOREGOING. [For the Class 1A-1A and Class 2A-1A Certificates Only.]
A-1
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT THE TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60. [For certificates other than the Class 1A-1A and Class 2A-1A Certificates Only.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
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Certificate No.: |
[___] |
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Cut-Off Date: |
September 1, 2006 |
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First Distribution Date: |
October 19, 2006 |
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Initial Certificate Principal |
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Balance of this Certificate |
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(“Denomination”): |
$[___] |
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Original Class Certificate |
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Principal Balance of this |
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Class: |
$[___] |
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Percentage Interest: |
100% |
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Pass-Through Rate: |
Variable |
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CUSIP: |
[41161V [___] |
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Class: |
[___]A[-1[___]] |
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Assumed Final Distribution Date: |
November 19, 2036 |
[For the Class 2A-1C2 Certificates Only: December 19, 2037]
A-2
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Class [___]A[-1[___]]
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust Fund consisting primarily of first lien mortgage loans (the “Mortgage Loans”) purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.
Principal in respect of this Certificate is distributable monthly as set forth herein and in the pooling and servicing agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant to the Agreement. To the extent not defined herein, capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Certificate Registrar.
A-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October ___, 2006
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DEUTSCHE
BANK NATIONAL TRUST |
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not in its individual capacity, but solely as Trustee |
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By |
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This
is one of the Certificates |
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By |
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Authorized
Signatory of |
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A-4
EXHIBIT B
FORM OF SUBORDINATE CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT THE TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60.
THIS CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
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Certificate No.: |
1 |
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Cut-Off Date: |
September 1, 2006 |
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First Distribution Date: |
October 19, 2006 |
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Initial Certificate Principal |
|
|
Balance of this Certificate |
|
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(“Denomination”): |
$[___] |
|
Original Class Certificate |
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Principal Balance of this |
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Class: |
$[___] |
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Percentage Interest: |
100% |
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Pass-Through Rate: |
Variable |
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CUSIP: |
41161V [___] |
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Class: |
B-[___] |
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Assumed Final Distribution Date: |
November 19, 2036 |
B-1
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Class B-[___]
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust Fund consisting primarily of first lien mortgage loans (the “Mortgage Loans”) purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.
Principal in respect of this Certificate is distributable monthly as set forth herein and in the pooling and servicing agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant to the Agreement. To the extent not defined herein, capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Certificate Registrar.
B-2
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October ___, 2006
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DEUTSCHE
BANK NATIONAL TRUST |
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not
in its individual capacity, |
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By |
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This
is one of the Certificates |
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By |
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Authorized
Signatory of |
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B-3
EXHIBIT C-1
FORM OF CLASS C CERTIFICATE
THIS CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO THE AGREEMENT REFERENCED HEREIN.
THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (I)(A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND THAT (II) SUCH HOLDER IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THE TRUSTEE OF ANY SUCH PLAN OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
C-1-1
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Certificate No.: |
1 |
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Cut-Off Date: |
September 1, 2006 |
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Initial
Certificate Principal |
$[___] |
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Original
Class |
$[___] |
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Percentage Interest: |
100% |
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Class: |
C |
C-1-2
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Class C
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust Fund consisting primarily of first lien mortgage loans (the “Mortgage Loans”) purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.
Funds in respect of this Certificate are distributable as set forth herein and in the pooling and servicing agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL ACCEPTANCE, INC. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant to the Agreement. To the extent not defined herein, capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Certificate Registrar.
No transfer of this Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor and in substantially the form attached to the Agreement, to the effect that such transferee is not an employee benefit or other plan or arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), nor a person acting on behalf or investing plan assets of any such plan or arrangement, which representation letter shall not be an expense of the Certificate Registrar or the Trustee, or (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an Opinion of Counsel in accordance with the provisions of the Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of this Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect.
C-1-3
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee and the Certificate Registrar of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Certificate Registrar as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class C Certificate in violation of the restrictions mentioned above.
C-1-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October ___, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY, |
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By |
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This
is one of the Certificates |
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By |
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Authorized
Signatory of |
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C-1-5
EXHIBIT C-2
FORM OF CLASS P CERTIFICATE
THIS CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO THE AGREEMENT REFERENCED HEREIN.
THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR, IN SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
C-2-1
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Certificate No.: |
1 |
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Cut-Off Date: |
September 1, 2006 |
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First Distribution Date: |
October 19, 2006 |
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Initial
Certificate Principal |
$100 |
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Original
Class |
$100 |
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Percentage Interest: |
100% |
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Class: |
P |
C-2-2
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Class P
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust Fund consisting primarily of first lien mortgage loans (the “Mortgage Loans”) purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.
Funds in respect of this Certificate are distributable as set forth herein and in the pooling and servicing agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL ACCEPTANCE, INC. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant to the Agreement. To the extent not defined herein, capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Certificate Registrar.
No transfer of this Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor and in substantially the form attached to the Agreement, to the effect that such transferee is not an employee benefit or other plan or arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), nor a person acting on behalf or investing plan assets of any such plan or arrangement, which representation letter shall not be an expense of the Certificate Registrar or the Trustee, or (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an Opinion of Counsel in accordance with the provisions of the Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of this Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect.
C-2-3
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee and the Certificate Registrar of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee and the Certificate Registrar as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class P Certificate in violation of the restrictions mentioned above.
C-2-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October ___, 2006
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DEUTSCHE BANK NATIONAL TRUST COMPANY, | |
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This is one of the Certificates
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C-2-5
EXHIBIT C-3
FORM OF CLASS R CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) A REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”) AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
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C-3-1
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Class R
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust Fund consisting primarily of first lien mortgage loans (the “Mortgage Loans”) purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor.
Funds in respect of this Certificate are distributable as set forth herein and in the pooling and servicing agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Accordingly, the Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL ACCEPTANCE, INC. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant to the Agreement. To the extent not defined herein, capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Certificate Registrar.
No transfer of this Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Registrar and in substantially the form attached to the Agreement, to the effect that such transferee is not an employee benefit or other plan or arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), nor a person acting on behalf or investing plan assets of any such plan or arrangement, which representation letter shall not be an expense of the Certificate Registrar or the Trustee, or (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60, or (iii) an Opinion of Counsel in accordance with the provisions of the Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of this Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect.
C-3-2
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee and the Certificate Registrar of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee and the Certificate Registrar as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R Certificate in violation of the restrictions mentioned above.
C-3-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October ___, 2006
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DEUTSCHE BANK NATIONAL TRUST COMPANY, | |
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This is one of the Certificates
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C-3-4
EXHIBIT D
FORM OF REVERSE CERTIFICATE
HarborView Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2006-9
Reverse Certificate
This Certificate is one of a duly authorized issue of Certificates designated as HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-9 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholder for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, distributions will be made on the 19th day of each month, or if the 19th day is not a Business Day, then on the next succeeding Business Day (the “Distribution Date”), commencing on the Distribution Date in October 2006, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made, (i) in the case of a Physical Certificate, by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or, upon the request of a Certificateholder, by wire transfer as set forth in the Agreement and (ii) in the case of a Book-Entry Certificate, to the Depository, which shall credit the amounts of such distributions to the accounts of its Depository Participants in accordance with its normal procedures. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Certificate Registrar specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights of the Certificateholders under the Agreement at any time, by the Depositor, the Seller, the Trustee and Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
D-1
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Certificate Registrar accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Subject to the terms of the Agreement, each Class of Book-Entry Certificates will be registered as being held by the Depository or its nominee and beneficial interests will be held by Certificate Owners through the book-entry facilities of the Depository or its nominee in minimum denominations of $25,000 and integral dollar multiples of $1 in excess thereof, provided, that, such certificates must be purchased in minimum total investments of at least $100,000.
Each of the Class C, Class P and Class R Certificates shall be issued as a single certificate and will be maintained in physical form.
The Depositor, the Seller, the Trustee, the Certificate Registrar and any agent of the foregoing may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Seller, the Trustee, the Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary.
On any Distribution Date following the date on which the aggregate of the Stated Principal Balances of the Mortgage Loans on such date is equal to or less than 10% of the Cut-Off Date Aggregate Principal Balance, the Servicer, with the prior written consent of the NIMS Insurer or at the direction of the NIMS Insurer may, at its option, terminate the Agreement by purchasing all of the outstanding Mortgage Loans and REO Properties at the Termination Price as provided in the Agreement. In the event that the Servicer does not exercise its right of optional termination, the obligations and responsibilities created by the Agreement will terminate upon the earliest of (i) the Distribution Date on which the Class Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan and (iii) the Latest Possible Maturity Date.
To the extent not defined herein, capitalized terms used herein have the meanings assigned to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
D-2
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
___________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________
(Please print or typewrite name and address including postal ZIP code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: ____________________________________________________________________________________________.
Dated: _____________
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D-3
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to__________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________ for the account of ___________________________________________________________________________________________________,
account number __________________________________, or, if mailed by check, to _____________________________________________
__________________________________________________________________________________________________________________________
Applicable statements should be mailed to ________________________________________________________________________________
____________________________________________________________________________________________________________.
This information is provided by _________________________________________________________________________________,
the assignee named above, or __________________________________________________________________________________________,
as its agent.
D-4
EXHIBIT E
[RESERVED]
E-1
EXHIBIT F
REQUEST FOR RELEASE
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[Addressed to Trustee
or, if applicable, custodian]
In connection with the administration of the mortgages held by you as [Trustee] [Custodian, on behalf of the Trustee] under a certain Pooling Agreement dated as of September 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, and Deutsche Bank National Trust Company, as Trustee (the “Pooling Agreement”), the undersigned [Servicer] hereby requests a release of the Mortgage File held by you as [Trustee] [Custodian, on behalf of the Trustee] with respect to the following described Mortgage Loan for the reason indicated below.
Mortgagor’s Name:
Address:
Loan No.:
Reason for requesting file:
1. Mortgage Loan paid in full. (The [Servicer] hereby certifies that all amounts received in connection with the loan have been or will be credited to a Servicing Account or the Distribution Account (whichever is applicable) pursuant to the Pooling and Servicing Agreement.)
2. The Mortgage Loan is being foreclosed.
3. Mortgage Loan substituted. (The [Servicer] hereby certifies that a Qualified Substitute Mortgage Loan has been assigned and delivered to you along with the related Mortgage File pursuant to the Pooling and Servicing Agreement.)
4. Mortgage Loan repurchased. (The [Servicer] hereby certifies that the Purchase Price has been credited to a Servicing Account or the Distribution Account (whichever is applicable) pursuant to the Pooling and Servicing Agreement.)
5. Other. (Describe)
F-1
The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you).
Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.
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F-2
EXHIBIT G-1
FORM OF RECEIPT OF MORTGAGE NOTE
RECEIPT OF MORTGAGE NOTE
Greenwich Capital Acceptance, Inc.
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Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of September 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2.
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G-1-1
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
[To be retained in a separate closing binder entitled “HarborView 2006-9 Mortgage Loan Schedule” at the Washington DC offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP]
G-1-2
EXHIBIT 2
EXCEPTION REPORT
[To be retained in a separate closing binder entitled “HarborView 2006-9 Mortgage Loan Schedule” at the Washington DC offices of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP]
G-1-3
EXHIBIT G-2
FORM OF INTERIM CERTIFICATION OF TRUSTEE
INTERIM CERTIFICATION OF TRUSTEE
[date]
Greenwich Capital Acceptance, Inc.
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Greenwich Capital Financial Products, Inc.
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Re: |
Pooling and Servicing Agreement dated as of September 1, 2006, among Greenwich Capital Acceptance, Inc., |
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received:
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all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; |
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such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and |
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based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. |
Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan.
The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.
G-2-1
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
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G-2-2
EXHIBIT G-3
FORM OF FINAL CERTIFICATION OF TRUSTEE
FINAL CERTIFICATION OF TRUSTEE
[date]
Greenwich Capital Acceptance, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Greenwich Capital Financial Products, Inc.
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Re: |
Pooling
and Servicing Agreement dated as of September 1, 2006, among Greenwich Capital
Acceptance, Inc., |
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement.
Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File.
The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
G-3-1
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DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee |
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G-3-2
EXHIBIT H
FORM OF LOST NOTE AFFIDAVIT
Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit.
On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________.
That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note.
The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-9, to accept the transfer of the above described loan from the Seller.
The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced.
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On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true.
Witness my hand and Notarial Seal this ____ day of _______ 20__.
My commission expires _______________.
H-1
EXHIBIT I-1
FORM OF ERISA REPRESENTATION FOR RESIDUAL CERTIFICATE
[Date]
Greenwich Capital Acceptance, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deutsche Bank National Trust Company
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Attention: GC0605
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Re: |
Harbor View Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-9, Class R Certificate |
Ladies and Gentlemen:
1. The undersigned is the ______________________ of _________________ (the “Transferee”), a [corporation duly organized] and existing under the laws of __________, on behalf of which she makes this affidavit.
2. The Transferee either (x) is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund.
I-1-1
3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and the Certificate Registrar have received a certificate from such transferee in the form hereof.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Transferee has executed this certificate.
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I-1-2
EXHIBIT I-2
FORM OF ERISA REPRESENTATION
FOR ERISA RESTRICTED TRUST CERTIFICATES
[Date]
Greenwich Capital Acceptance, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deutsche Bank National Trust Company
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Attention: GC0605
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Re: |
HarborView
Mortgage Loan Trust Mortgage Loan Pass-Through |
Ladies and Gentlemen:
1. The undersigned is the ______________________ of _________________ (the “Transferee”), a [corporation duly organized] and existing under the laws of __________, on behalf of which she makes this affidavit.
2. The Transferee either (x) is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar and any NIMS Insurer shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Servicer, any NIMS Insurer or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund.
I-2-1
3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and the Certificate Registrar have received a certificate from such transferee in the form hereof.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Transferee has executed this certificate.
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FORM OF INVESTMENT LETTER [NON-RULE 144A]
[date]
Greenwich Capital Acceptance, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deutsche Bank National Trust Company
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Attention: GC0605
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Re: |
HarborView Mortgage Loan Trust Mortgage Loan |
Pass-Through Certificates, Series 2006-9, Class [C][P][R]
Ladies and Gentlemen:
In connection with our acquisition the Class [C][P][R] Certificates (the “Certificates”) of the above-captioned series, we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (f) below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (f) we will not sell, transfer or otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement.
J-1-1
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
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Very truly yours, |
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[NAME OF TRANSFEREE] |
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Authorized Officer |
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF RULE 144A INVESTMENT LETTER
[date]
Greenwich Capital Acceptance, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deutsche Bank National Trust Company
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Attention: GC0605
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Re: |
HarborView Mortgage Loan Trust Mortgage Loan |
Pass-Through Certificates, Series 2006-9, Class [C][P][R]
Ladies and Gentlemen:
In connection with our acquisition of the Class [C][P][R] Certificates (the “Certificates”) of the above-captioned series, we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (c) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, and (d) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.
J-2-1
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.
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Very truly yours, |
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[NAME OF TRANSFEREE] |
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Authorized Officer |
J-2-2
ANNEX 1 TO EXHIBIT J-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
i. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.
ii. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $________1 in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
___ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
___ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
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Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities. |
J-2-3
___ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.
___ Small Business Investment Company. Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
___ Business Development Company. Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
iii. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.
iv. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.
v. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
J-2-4
vi. Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.
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QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyer’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.
___ The Buyer owned $__________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
___ The Buyer is part of a Family of Investment Companies which owned in the aggregate $__________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).
4. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
J-2-6
5. The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Certificate to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.
6. Until the date of purchase of the Certificates, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
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J-2-7
EXHIBIT K
FORM OF TRANSFEROR CERTIFICATE
[date]
Greenwich Capital Acceptance, Inc.
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Attention: Corporate Trust, HarborView Mortgage Loan Trust ▇▇▇▇-▇
▇▇▇▇▇▇▇▇ Bank National Trust Company
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Re: |
HarborView
Mortgage Loan Trust Mortgage Loan |
Ladies and Gentlemen:
In connection with our proposed transfer of an Ownership Interest in the Class R Certificate, we hereby certify that (a) we have no knowledge that the proposed Transferee is not a Permitted Transferee acquiring an Ownership Interest in such Class R Certificate for its own account and not in a capacity as trustee, nominee, or agent for another Person, and (b) we have not undertaken the proposed transfer in whole or in part to impede the assessment or collection of tax.
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Very truly yours, |
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[_____________________] |
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EXHIBIT L
TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATE
PURSUANT TO SECTION 6.02(e)
HARBORVIEW MORTGAGE LOAN TRUST
MORTGAGE LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-9,
CLASS R
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The undersigned, being first duly sworn, deposes and says as follows:
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The undersigned is an officer of ______________________, the proposed Transferee of a 100% Ownership Interest in the Class R Certificate (the “Certificate”) issued pursuant to the Pooling and Servicing Agreement, (the “Agreement”) dated as of September 1, 2006, relating to the above-referenced Certificates, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Agreement. The Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee. |
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The Transferee is, as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership Interest for its own account and not in a capacity as trustee, nominee or agent for another party. |
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The Transferee has been advised of, and understands that (i) a tax will be imposed on Transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of Transfer, such Person does not have actual knowledge that the affidavit is false. The Transferee has provided financial statements or other financial information requested by the Transferor in connection with the transfer of the Certificate to permit the Transferor to assess the financial capability of the Transferee to pay such taxes. |
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The Transferee has been advised of, and understands that a tax may be imposed on a “pass-through entity” holding the Certificate if, at any time during the taxable year of the pass-through entity, a Disqualified Organization is the record holder of an interest in such entity. The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is not a Disqualified Organization and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.) |
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The Transferee has reviewed the provisions of Section 6.02(e) of the Agreement and understands the legal consequences of the acquisition of an Ownership Interest in the Certificate including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the Transfer and mandatory sales. The Transferee expressly agrees to be bound by and to abide by the provisions of Section 6.02(e) of the Agreement and the restrictions noted on the face of the Certificate. The Transferee understands and agrees that any breach of any of the representations included herein shall render the Transfer to the Transferee contemplated hereby null and void. |
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The Transferee agrees to require a Transfer Affidavit from any Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and the Transferee will not Transfer its Ownership Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted Transferee. In connection with any such Transfer by the Transferee, the Transferee agrees to deliver to the Trustee a certificate substantially in the form set forth as Exhibit K to the Agreement (a “Transferor Certificate”). |
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The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate. |
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The Transferee’s taxpayer identification number is __________. |
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The Transferee is aware that the Certificate may be a “noneconomic residual interest” within the meaning of the REMIC provisions and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. |
L-2
IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this ______ day of ________________, 20__.
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[NAME OF TRANSFEREE] |
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By: |
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Name: |
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[Corporate Seal] |
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[Assistant] Secretary |
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Personally appeared before me the above-named _________________, known or proved to me to be the same person who executed the foregoing instrument and to be the _____________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this _______ day of _________, 20__.
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NOTARY PUBLIC |
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My Commission expires the ____ day of ______________, 20__. |
L-3
EXHIBIT M
FORM OF BACK-UP CERTIFICATION
Greenwich Capital Acceptance, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust, HarborView Mortgage Loan Trust ▇▇▇▇-▇
▇▇▇▇▇▇▇▇ Bank National Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Re: |
HarborView
Mortgage Loan Trust Mortgage Loan |
The Trustee hereby certifies to the Depositor and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual Report”), and all reports on Form 10-D required to be filed in respect of period covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;
(2) To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report, and (b) the Trustee’s assessment of compliance and related attestation report referred to below, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such assessment of compliance and attestation report;
(3) To my knowledge, the distribution information required to be provided by the Trustee under the Trust Agreement for inclusion in the Reports is included in the Reports;
(4) I am responsible for reviewing the activities performed by the Trustee under the Trust Agreement, and based on my knowledge and the compliance review conducted in preparing the assessment of compliance of the Trustee required by the Trust Agreement, and except as disclosed in the Reports, the Trustee has fulfilled its obligations under the Trust Agreement in all material respects; and
(5) The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities of the Trustee and each Subcontractor utilized by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report. Any material instances of non-compliance are described in such report and have been disclosed in the Annual Report.
M-1
In giving the certifications above, the Trustee has reasonably relied on information provided to it by the following unaffiliated parties: [names of servicer(s), subservicer(s), depositor, custodian(s)]
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Date: |
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[Signature] |
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M-2
EXHIBIT N
LIST OF SERVICERS AND SERVICING AGREEMENTS
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1. |
The Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2003, as amended by that certain Amendment Number One dated November 1, 2004, and as further amended by that certain Amendment Reg AB dated December 1, 2005, between Greenwich Capital Financial Products, Inc. (“GCFP”), as purchaser, and Countrywide Home Loans, Inc. (“CHL”), as seller, as reconstituted by the Reconstitution Agreement dated as of September 1, 2006 by and among GCFP, Greenwich Capital Acceptance, Inc., as depositor, CHL, Countrywide, Home Loans Servicing, LP, as servicer, and is acknowledged by Deutsche Bank National Trust Company, as trustee, as the same may be amended from time to time, and any assignments and conveyances related to the Mortgage Loans. |
N-1
EXHIBIT O
TRANSACTION PARTIES
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Certificate Insurer |
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Ambac Assurance Corporation |
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Custodian |
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The Bank of New York |
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Depositor |
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Greenwich Capital Acceptance, Inc. |
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Originator |
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Countrywide Home Loans, Inc. |
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Servicer |
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Countrywide Home Loans Servicing LP |
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Sponsor and Seller |
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Greenwich Capital Financial Products, Inc. |
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Trustee |
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Deutsche Bank National Trust Company |
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Yield Maintenance Provider |
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The Bank of New York |
O-1
EXHIBIT P
FORM OF TRUSTEE CERTIFICATE
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Re: |
HarborView
Mortgage Loan Trust (the “Trust”) |
I, [identify the certifying individual], a [title] of Deutsche Bank National Trust Company, as Trustee of the Trust, hereby certify to Greenwich Capital Acceptance, Inc. (the “Depositor”), and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [___], and all reports on Form 10-D required to be filed in respect of the period covered by such Form 10-K of the Depositor relating to the above-referenced trust (the “Exchange Act periodic reports”);
2. Based on my knowledge, the information prepared by the Trustee, contained, in these distribution reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
3. Based on my knowledge, the distribution information required to be provided by the Trustee under the Pooling Agreement is included in these reports.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling Agreement, dated September 1, 2006 (the “Pooling Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as the seller (the “Seller”) and the Trustee, as trustee.
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Deutsche
Bank National Trust Company, |
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By: |
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[Name] |
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P-1
EXHIBIT Q
SERVICING CRITERIA
The assessment of compliance to be delivered by Deutsche Bank National Trust Company (“Deutsche Bank”), in its capacities as Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria:”
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Servicing Criteria |
Applicable |
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Reference |
Criteria |
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General Servicing Considerations |
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1122(d)(1)(i) |
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. |
X |
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1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. |
X |
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1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained. |
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1122(d)(1)(iv) |
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. |
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Cash Collection and Administration |
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1122(d)(2)(i) |
Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. |
X |
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1122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. |
X |
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1122(d)(2)(iii) |
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. |
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1122(d)(2)(iv) |
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. |
X |
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1122(d)(2)(v) |
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. |
X |
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1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. |
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Q-1
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Servicing Criteria |
Applicable |
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Reference |
Criteria |
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1122(d)(2)(vii) |
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. |
X |
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Investor Remittances and Reporting |
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1122(d)(3)(i) |
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. |
X |
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1122(d)(3)(ii) |
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
X |
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1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
X |
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1122(d)(3)(iv) |
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. |
X |
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Pool Asset Administration |
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1122(d)(4)(i) |
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents. |
X |
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1122(d)(4)(ii) |
Mortgage loan and related documents are safeguarded as required by the transaction agreements. |
X |
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1122(d)(4)(iii) |
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. |
X |
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1122(d)(4)(iv) |
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. |
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1122(d)(4)(v) |
The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. |
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Q-2
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Servicing Criteria |
Applicable |
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Reference |
Criteria |
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1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. |
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1122(d)(4)(vii) |
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. |
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1122(d)(4)(viii) |
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). |
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1122(d)(4)(ix) |
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents. |
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1122(d)(4)(x) |
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements. |
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1122(d)(4)(xi) |
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. |
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1122(d)(4)(xii) |
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. |
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1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. |
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1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. |
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1122(d)(4)(xv) |
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. |
X
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Q-3
EXHIBIT R
FORM 10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the Trustee pursuant to Section 3.07. If the Trustee is indicated below as to any item, then the Trustee is primarily responsible for obtaining that information.
Under Item 1 of Form 10-D: a) items marked “5.04 statement” are required to be included in the periodic Distribution Date statement under Section 5.04, provided by the Trustee, based upon information provided by the responsible party; and b) items marked “Form 10-D report” are required to be in the Form 10-D report but not the 5.04 statement, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report.
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Form |
Item |
Description |
Responsible Party |
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10-D |
Must be filed within 15 days of the Distribution Date. |
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1 |
Distribution and Pool Performance Information |
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Item 1121(a) – Distribution and Pool Performance Information |
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(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period. |
5.04 statement |
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(2) Cash flows received and the sources thereof for distributions, fees and expenses. |
5.04 statement |
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(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including: |
5.04 statement |
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(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses |
5.04 statement |
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(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments. |
5.04 statement |
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R-1
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(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers. |
5.04 statement |
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(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow. |
5.04 statement |
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(4) Beginning and ending principal balances of the asset-backed securities. |
5.04 statement |
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(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges. |
5.04 statement |
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(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period. |
5.04 statement |
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(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable. |
5.04 statement |
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(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average life, weighted average remaining term, pool factors and prepayment amounts. |
5.04
statement |
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(9) Delinquency and loss information for the period.
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5.04 statement
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R-2
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(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements. |
5.04 statement |
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(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time. |
Form
10-D report: |
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(12) Material breaches of pool asset representations or warranties or transaction covenants. |
Form
10-D report: |
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(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met. |
5.04 statement |
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(14)
Information regarding any new issuance of asset-backed securities backed
by the same asset |
Form
10-D report: |
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Item
1121(b) – Pre-Funding or Revolving Period Information |
Depositor |
R-3
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2 |
Legal Proceedings |
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Item
1117 – Legal proceedings pending against the following entities,
or their respective property, that is material to Certificateholders,
including proceedings known to be contemplated by governmental authorities: |
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3 |
Sales of Securities and Use of Proceeds |
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Information from Item 2(a) of Part II of Form 10-Q:
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4 |
Defaults Upon Senior Securities |
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Information from Item 3 of Part II of Form 10-Q:
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5 |
Submission of Matters to a Vote of Security Holders |
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Information from Item 4 of Part II of Form 10-Q |
Trustee |
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6 |
Significant Obligors of Pool Assets |
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Item 1112(b) – Significant Obligor Financial Information* |
N/A |
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*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. |
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R-4
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7 |
Significant Enhancement Provider Information |
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Item
1114(b)(2) – Credit Enhancement Provider Financial Information* |
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Item
1115(b) – Derivative Counterparty Financial Information* |
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*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. |
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8 |
Other Information |
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Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported |
The Responsible Party for the applicable Form 8-K item as indicated below |
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9 |
Exhibits |
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Distribution report |
Trustee |
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Exhibits required by Item 601 of Regulation S-K, such as material agreements |
Depositor |
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8-K |
Must be filed within four business days of an event reportable on Form 8-K. |
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1.01 |
Entry into a Material Definitive Agreement |
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Disclosure
is required regarding entry into or amendment of any definitive agreement
that is material to the securitization, even if depositor is not a party. |
Depositor |
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R-5
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1.02 |
Termination of a Material Definitive Agreement |
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Disclosure
is required regarding termination of any definitive agreement that is
material to the securitization (other than expiration in accordance
with its terms), even if depositor is not a party. |
Depositor |
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1.03 |
Bankruptcy or Receivership |
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Disclosure
is required regarding the bankruptcy or receivership, if known to the
Depositor, Servicer or Trustee, with respect to any of the following: |
Depositor/Servicer/Trustee |
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2.04 |
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
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Includes
an early amortization, performance trigger or other event, including
event of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule. |
N/A |
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3.03 |
Material Modification to Rights of Security Holders |
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Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement |
Party requesting material modification |
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5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
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Disclosure is required of any amendment “to the governing documents of the issuing entity” |
Depositor |
R-6
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5.06 |
Change in Shell Company Status |
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[Not applicable to ABS Issuers] |
Depositor |
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6.01 |
ABS Informational and Computational Material |
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[Not included in reports to be filed under Section 4.07] |
Depositor |
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6.02 |
Change of Master Servicer or Trustee |
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Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee. Reg AB disclosure about any new servicer or trustee is also required. |
Trustee or Master Servicer |
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6.03 |
Change in Credit Enhancement or Other External Support |
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Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. Reg AB disclosure about any new enhancement provider is also required. |
Depositor |
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6.04 |
Failure to Make a Required Distribution |
Trustee |
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6.05 |
Securities Act Updating Disclosure |
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If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. |
Depositor |
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If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. |
Depositor |
R-7
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7.01 |
Regulation FD Disclosure |
Depositor |
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8.01 |
Other Events |
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Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders. |
Depositor |
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9.01 |
Financial Statements and Exhibits |
The Responsible Party applicable to reportable event |
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10-K |
Must be filed within 90 days of the fiscal year end for the registrant. |
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9B |
Other Information |
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Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported |
The Responsible Party for the applicable Form 8-K item as indicated above |
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15 |
Exhibits and Financial Statement Schedules |
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Item 1112(b) – Significant Obligor Financial Information |
N/A |
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Item
1114(b)(2) – Credit Enhancement Provider Financial Information |
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Item
1115(b) – Derivative Counterparty Financial Information |
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Seller |
Seller |
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R-8
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Item
1119 – Affiliations and relationships between the following entities,
or their respective affiliates, that are material to Certificateholders: |
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Item 1122 – Assessment of Compliance with Servicing Criteria |
Each Party participating in the servicing function |
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Item 1123 – Servicer Compliance Statement |
Master Servicer |
R-9
EXHIBIT S
[RESERVED]
S-1
EXHIBIT T
[RESERVED]
T-1
EXHIBIT U
ADDITIONAL DISCLOSURE NOTIFICATION
Deutsche Bank National Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: GC0609, HarborView Mortgage Loan Trust 2006-9
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇
Attn: Corporate Trust Services – HARBORVIEW MORTGAGE LOAN TRUST 2006-9-SEC REPORT PROCESSING
RE: **Additional Form [____] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section 3.04, 3.05, 3.06, 3.07, 3.08 and 3.09 of the Pooling and Servicing Agreement dated as of September 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee, the undersigned, as [____], hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [____].
Description of Additional Form [____] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [____] Disclosure:
Any inquiries related to this notification should be directed to [____], phone number: [____]; email address: [____].
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U-1
EXHIBIT V
YIELD MAINTENANCE ALLOCATION AGREEMENT
V-1
EXECUTION
YIELD MAINTENANCE ALLOCATION AGREEMENT
This Yield Maintenance Allocation Agreement, dated as of October 4, 2006 (this “Agreement”), among Deutsche Bank National Trust Company (“Deutsche Bank”), not in its individual capacity, but solely in its capacity as administrator for the yield maintenance trust (in such capacity, the “Administrator”) and as trustee under the Pooling and Servicing Agreement, as hereinafter defined (in such capacity, the “Trustee”) and Greenwich Capital Financial Products, Inc. (“GCFP”).
WHEREAS, the Administrator, on behalf of a separate trust established hereunder will enter into the Yield Maintenance Agreement dated as of October 4, 2006 (the “Yield Maintenance Agreement”), a copy of which is attached hereto as Exhibit A, between the Administrator and The Bank of New York (the “Yield Maintenance Provider”), the counterparty to the Yield Maintenance Agreement; and
WHEREAS, it is desirable to appoint the Administrator, and the Administrator desires to accept such appointment, to receive and distribute funds payable by the Yield Maintenance Provider to the Administrator under the Yield Maintenance Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement dated as of September 1, 2006 (the “Pooling and Servicing Agreement”), among Greenwich Capital Assurance, Inc., as depositor, GCFP and the Trustee relating to the HarborView Mortgage Loan Trust (the “Trust”) Mortgage Loan Pass-Through Certificates, Series 2006-9 (the “Certificates”), or in the related Indenture as the case may be, as in effect on the date hereof.
2. Yield Maintenance Trust. There is hereby established a separate trust (the “Yield Maintenance Trust”), into which the Administrator shall deposit the Yield Maintenance Agreement. The Yield Maintenance Trust shall be maintained by the Administrator. The sole assets of the Yield Maintenance Trust shall be the Yield Maintenance Agreement and the Yield Maintenance Trust Account (each as hereinafter defined).
3. Administrator.
(a) The Administrator is hereby authorized and directed to execute the Yield Maintenance Agreement and is appointed to receive all funds paid to the Administrator by the Yield Maintenance Provider or its successors in interest under the Yield Maintenance Agreement (including any termination payments under the Yield Maintenance Agreement) and the Administrator accepts such appointment and hereby agrees to receive such amounts, deposit such amounts into the Yield Maintenance Trust Account, and to distribute on each Distribution Date such amounts in the following order of priority:
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first, for deposit into the Yield Maintenance Account (established under the Pooling and Servicing Agreement), an amount equal to the sum of the following amounts remaining outstanding after distribution of the Net Monthly Excess Cashflow: (A) an amount necessary to maintain or restore the Overcollateralization Target Amount for the related Distribution Date; (B) any Allocated Realized Loss Amounts remaining unpaid; (C) any Unpaid Interest Shortfall Amounts; and (D) any Basis Risk Shortfalls; |
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(ii) |
second, to GCFP (as majority holder of the Class C Certificates) or its designee, any amounts remaining after payment of clause (i) above, provided, however, that upon the issuance of notes by an issuer (the “Issuer”), secured by all or a portion of the Class C Certificates and the Class P Certificates (the “NIM Notes”), GCFP, as majority holder of the Class C Certificates, or its designee, hereby instructs the Administrator to make any payments under this clause 3(a)(ii): |
(A) to the Indenture Trustee for the Issuer, for deposit into the Note Account (each as defined in the related Indenture), for distribution in accordance with the terms of the Indenture until satisfaction and discharge of the Indenture; and
(B) after satisfaction and discharge of the Indenture, to the Holders of the Class C Certificates, pro rata based on the outstanding Notional Amount of each such Certificate.
(b) The Administrator agrees to hold any amounts received from the Yield Maintenance Provider in trust upon the terms and conditions and for the exclusive use and benefit of the Trustee and the Indenture Trustee, as applicable (in turn for the benefit of the Certificateholders, the Noteholders, GCFP and the NIMS Insurer, if any) as set forth herein. The rights, duties and liabilities of the Administrator in respect of this Agreement shall be as follows:
(i) The Administrator shall have the full power and authority to do all things not inconsistent with the provisions of this Agreement that may be deemed advisable in order to enforce the provisions hereof. The Administrator shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Administrator shall not be required to take any action to exercise or enforce any of its rights or powers hereunder which, in the opinion of the Administrator, shall be likely to involve expense or liability to the Administrator, unless the Administrator shall have received an agreement satisfactory to it in its sole discretion to indemnify it against such liability and expense.
(ii) The Administrator shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of any party hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Administrator or exercising any right or power conferred upon the Administrator under this Agreement.
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(iii) The Administrator may perform any duties hereunder either directly or by or through agents or attorneys of the Administrator. The Administrator shall not be liable for the acts or omissions of its agents or attorneys so long as the Administrator chose such Persons with due care.
4. Yield Maintenance Trust Account.
The Administrator shall segregate and hold all funds received from the Yield Maintenance Provider under the Yield Maintenance Agreement (including any termination payments) separate and apart from any of its own funds and general assets and shall establish and maintain in the name of the Administrator one or more segregated accounts (the “Yield Maintenance Trust Account”). The Yield Maintenance Trust Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys of the Administrator. Amounts on deposit in the Yield Maintenance Trust Account shall not be invested and shall not be held in an interest-bearing account.
5. Replacement Yield Maintenance Agreement.
The Administrator shall, at the direction of the NIMS Insurer, if any, or, with the consent of the NIMS Insurer, if any, at the direction of GCFP (as majority holder of the Class C Certificates) or its designee, enforce all of its rights and exercise any remedies under the Yield Maintenance Agreement. In the event the Yield Maintenance Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), GCFP (as majority holder of the Class C Certificates) or its designee, shall find a replacement counterparty to enter into a replacement Yield Maintenance Agreement.
Any termination payment under the Yield Maintenance Agreement received by the Administrator from the Yield Maintenance Provider shall be deposited into a separate, non-interest bearing account, established by the Administrator and shall be used to make any upfront payment required under a replacement Yield Maintenance Agreement.
Notwithstanding anything contained herein, in the event that a replacement Yield Maintenance Agreement cannot be obtained within 30 days after receipt by the Administrator of a termination payment paid by the terminated Yield Maintenance Provider, the Administrator shall deposit such termination payment into a separate, non-interest bearing account, established by the Administrator and the Administrator shall, on each Distribution Date, withdraw from such account, an amount equal to the Yield Maintenance Agreement Payment, if any, that would have been paid to the Trust by the original Yield Maintenance Provider (computed in accordance with Exhibit A) and distribute such amount in accordance with Section 3(a) of this Agreement. On the Distribution Date immediately after the termination date of the original Yield Maintenance Agreement, the Administrator shall withdraw any funds remaining in such account and distribute such amount in accordance with Section 3(a)(ii) of this Agreement.
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6. Representations and Warranties of Deutsche Bank. Deutsche Bank represents and warrants as follows:
(a) Deutsche Bank is duly organized and validly existing as a national trust company under the laws of the United States and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations as Administrator hereunder.
(b) The execution, delivery and performance of this Agreement by Deutsche Bank as Trustee have been duly authorized in the Pooling and Servicing Agreement.
(c) This Agreement has been duly executed and delivered by Deutsche Bank as Administrator and the Trustee and is enforceable against Deutsche Bank in such capacities in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law).
7. Replacement of Administrator.
Any corporation, bank, trust company or association into which the Administrator may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Administrator shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Administrator, shall be the successor of the Administrator hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, except to the extent that assumption of its duties and obligations, as such, is not effected by operation of law.
No resignation or removal of the Administrator and no appointment of a successor Administrator shall become effective until the appointment by GCFP, as majority holder of the Class C Certificates, or its designee, of a successor Administrator acceptable to the NIMS Insurer, if any. Any successor Administrator shall execute such documents or instruments necessary or appropriate to vest in and confirm to such successor Administrator all such rights and powers conferred by this Agreement.
The Administrator may resign at any time by giving written notice thereof to the other parties hereto with a copy to the NIMS Insurer, if any. If a successor Administrator shall not have accepted the appointment hereunder within 30 days after the giving by the resigning Administrator of such notice of resignation, the resigning Administrator may petition any court of competent jurisdiction for the appointment of a successor Administrator acceptable to the NIMS Insurer, if any.
In the event of a resignation or removal of the Administrator, GCFP, as majority holder of the Class C Certificates, or its designee shall promptly appoint a successor Administrator acceptable to the NIMS Insurer, if any. If no such appointment has been made within 10 days of the resignation or removal, the NIMS Insurer, if any, may appoint a successor Administrator.
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8. Administrator Obligations.
Whenever the Administrator, as a party to the Yield Maintenance Agreement, has the option or is requested in such capacity, whether such request is by the Yield Maintenance Provider, to take any action or to give any consent, approval or waiver that it is on behalf of the Yield Maintenance Trust entitled to take or give in such capacity (including, without limitation, in connection with an amendment of such agreement or the occurrence of a default or termination event thereunder), the Administrator shall promptly notify the parties hereto and the NIMS Insurer, if any, of such request in such detail as is available to it and shall, on behalf of the parties hereto and the NIMS Insurer, if any, take such action in connection with the exercise and/or enforcement of any rights and/or remedies available to it in such capacity with respect to such request as GCFP, as majority holder of the Class C Certificates, or its designee, or the NIMS Insurer, if any, shall direct in writing; provided that if no such direction is received prior to the date that is established for taking such action or giving such consent, approval or waiver (notice of which date shall be given by the Administrator to the parties hereto and the NIMS Insurer, if any), the Administrator may abstain from taking such action or giving such consent, approval or waiver.
The Administrator shall forward to the parties hereto and the NIMS Insurer, if any, on the Distribution Date following its receipt thereof copies of any and all written notices, statements, reports and/or other material communications and information (collectively, the “Yield Maintenance Agreement Reports”) that it receives in connection with the Yield Maintenance Agreement or from the Yield Maintenance Provider. The Administrator shall have no information or other tax reporting obligations with respect to the Yield Maintenance Trust or the Yield Maintenance Trust Account.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the general obligations law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
(b) Any action or proceeding against any of the parties hereto relating in any way to this Agreement may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and the Administrator irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. The Administrator waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.
(c) This Agreement may be amended, supplemented or modified in writing by the parties hereto, but only with the consent of GCFP and the NIMS Insurer, if any.
(d) This Agreement may not be assigned or transferred without the prior written consent of GCFP and the NIMS Insurer, if any; provided, however, the parties hereto acknowledge and agree to the assignment of the rights of GCFP (as majority holder of the Class C Certificates) or its designee, pursuant to the Sale Agreement, the Trust Agreement and the Indenture.
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(e) This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile transmission), and all such counterparts taken together shall be deemed to constitute one and the same instrument.
(f) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(g) The representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement. No act or omission on the part of any party hereto shall constitute a waiver of any such representation or warranty.
(h) The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
(i) The representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement. No act or omission on the part of any party hereto shall constitute a waiver of any such representation or warranty.
10. Third-Party Beneficiary. Each of the Trustee, GCFP (as majority holder of the Class C Certificates) or its designee and the Indenture Trustee, if any, shall be deemed a third-party beneficiary of this Agreement to the same extent as if it were a party hereto, and shall have the right to enforce the provisions of this Agreement. If any default occurs on the part of the Yield Maintenance Provider under the Yield Maintenance Agreement in the making of a payment due under the Yield Maintenance Agreement or in any other obligation of the Yield Maintenance Provider under the Yield Maintenance Agreement, the Administrator may and, upon the request of the Trustee, GCFP (as majority holder of the Class C Certificates) or its designee or the Indenture Trustee, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
11. Administrator and Trustee Rights. In connection with its execution and delivery of this Agreement and the Yield Maintenance Agreement and its performance of its duties and obligations hereunder and thereunder, the Administrator shall be entitled to the same rights, protections and indemnities afforded to the Trustee under the Pooling and Servicing Agreement, and the Indenture Trustee under the Indenture, in each case as if specifically set forth herein with respect to the Administrator.
In connection with its execution and delivery of this Agreement and its performance of its duties and obligations hereunder, the Trustee shall be entitled to the same rights, protections and indemnities afforded to the Trustee under the Pooling and Servicing Agreement as if specifically set forth herein with respect to the Administrator.
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12. Limited Recourse. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Trustee, not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement. Notwithstanding any other provisions of this Agreement, the obligations of the Trustee under this Agreement are non-recourse to the Trustee, its assets and its property, and shall be payable solely from the assets of the Trust Fund, and following realization of such assets, any claims of any party hereto shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, Trustee, agent or affiliate of the Trustee or any person owning, directly or indirectly, any legal or ben eficial interest in the Trustee, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amount payable under this Agreement. The parties hereto shall not enforce the liability and obligations of the Trustee to perform and observe the obligations contained in this Agreement by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Trustee, subject to the following sentence, or the Exculpated Parties. The agreements in this paragraph shall survive termination of this Agreement and the performance of all obligations hereunder.
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EXECUTION
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
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DEUTSCHE
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not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement |
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GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as majority holder of the Class C Certificates |
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EXHIBIT A
YIELD MAINTENANCE AGREEMENT
SEE EXHIBIT W TO THE POOLING AND SERVICING AGREEMENT
EXHIBIT W
YIELD MAINTENANCE AGREEMENT
W-1
Page 1 of 20
Dated: October 2, 2006
Rate Cap Transaction
Re: BNY Reference No. 38408
Ladies and Gentlemen:
The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the rate Cap Transaction entered into on the Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly organized and existing under the laws of the State of New York, and Deutsche Bank National Trust Company (“Deutsche Bank”), not in its individual capacity, but solely as administrator (in such capacity, the “Administrator”) under the Yield Maintenance Allocation Agreement, dated as of October 4, 2006 (the “Yield Maintenance Allocation Agreement”), among the Administrator, Greenwich Capital Financial Products, Inc. (“GCFP”) and Deutsche Bank, not in its individual capacity, but solely as trustee (in such capacity, the “Trustee”) under the Pooling and Servicing Agreement dated as of September 1, 2006 among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), GCFP, as seller (the “Seller”) and the Trustee (the “Pooling and Servicing Agreement”). The trust established under the Yield Maintenance Allocation Agreement (the “Yield Maintenance Trust”) is referred to herein as the “Counterparty”. This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”). An ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph 4 of this Confirmation (the “Master Agreement”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. Except as otherwise specified, references herein to Sections shall be to Sections of the ISDA Form Master Agreement and the Master Agreement, and references to Paragraphs shall be to paragraphs of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning defined for such term in the Yield Maintenance Allocation Agreement or the Pooling and Servicing Agreement.
Ref No. 38408
Page 2 of 20
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2. |
Certain Terms. The terms of the particular Transaction to which this Confirmation relates are as follows: |
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Type of Transaction: |
Rate Cap |
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Notional Amount: |
With respect to any Calculation Period the amount set forth for such period on Schedule I attached hereto. |
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Trade Date: |
October 2, 2006 |
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Effective Date: |
April 19, 2010 |
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Termination Date: |
July 19, 2014, subject to adjustment in accordance with the Following Business Day Convention. |
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FIXED AMOUNTS |
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Fixed Amount Payer: |
Counterparty represents and warrants that it has directed GCFP to make payment of the Fixed Amount on its behalf. |
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Fixed Amount: |
[ ] |
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Fixed
Amount Payer |
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FLOATING AMOUNTS |
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Floating Rate Payer: |
BNY |
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Cap Rate: |
For each Calculation Period, as set forth for such period on Schedule I attached hereto. |
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Ceiling Rate: |
For each Calculation Period, as set forth for such period on Schedule I attached hereto. |
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Floating
Rate for initial |
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Floating
Rate Day Count |
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Floating Rate Option: |
USD-LIBOR-BBA, provided, however, if the Floating Rate Option for a Calculation Period is greater than Ceiling Rate then the Floating Rate Option for such Calculation Period shall be deemed equal to Ceiling Rate. |
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Designated Maturity: |
One month |
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Spread: |
Inapplicable |
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Floating
Rate Payer |
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Floating
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Reset Dates: |
The first day of each Calculation Period or Compounding Period, if Compounding is applicable. |
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Compounding: |
Inapplicable |
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Business
Days for Payments |
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Calculation Agent: |
BNY |
Ref No. 38408
Page 3 of 20
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3. |
Additional Provisions: |
1) Reliance. Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein.
2) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor’s Ratings Service, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the “Certificates”).
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Provisions Deemed Incorporated in a Schedule to the Master Agreement: |
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No Netting Between Transactions. The parties agree that subparagraph (ii) of Section 2(c) will apply to any Transaction. |
Ref No. 38408
Page 4 of 20
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2) |
Termination Provisions. Subject to the provisions of Paragraph 4(11) below, for purposes of the Master Agreement: |
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(a) |
“Specified Entity” is not applicable to BNY or the Counterparty for any purpose. |
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(b) |
The “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BNY or the Counterparty. |
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(c) |
The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY (except with respect to credit support furnished pursuant to Paragraph 4 9) below or the Counterparty. |
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(d) |
The “Misrepresentation” provisions of Section 5(a)(iv) will not apply to BNY or the Counterparty. |
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“Default under Specified Transaction” is not applicable to BNY or the Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or the Counterparty. |
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The “Cross Default” provisions of Section 5(a)(vi) will not apply to BNY or to the Counterparty. |
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(g) |
The “Bankruptcy” provisions of Section 5(a)(vii)(2) will not apply to the Counterparty; the words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include the Trustee; and the words “specifically authorized “ are inserted before the word “action” in Section 5(a)(vii)(9). |
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The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BNY or the Counterparty. |
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The “Automatic Early Termination” provision of Section 6(a) will not apply to BNY or to the Counterparty. |
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(j) |
Payments on Early Termination. For the purpose of Section 6(e): |
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The Second Method will apply. |
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“Termination Currency” means United States Dollars. |
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(l) |
No Additional Amounts Payable by Counterparty. The Counterparty shall not be required to pay any additional amounts pursuant to Section 2(d)(i)(4) or 2(d)(ii). |
Ref No. 38408
Page 5 of 20
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3) |
Tax Representations. |
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(a) |
Payer Representations. For the purpose of Section 3(e), BNY and the Counterparty make the following representations: |
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on:
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the accuracy of any representations made by the other party pursuant to Section 3(f); |
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(ii) |
the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and |
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(iii) |
the satisfaction of the agreement of the other party contained in Section 4(d), provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice of its legal or commercial position. |
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(b) |
Payee Representations. For the purpose of Section 3(f), BNY and the Counterparty make the following representations. |
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(i) |
The following representation will apply to BNY: |
(x) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes, (y) it is a trust company duly organized and existing under the laws of the State of New York, and (y) its U.S. taxpayer identification number is ▇▇▇▇▇▇▇▇▇.
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(ii) |
The following representation will apply to the Counterparty: |
The beneficial owner of payments made to it under this Agreement is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.
▇▇▇ ▇▇. ▇▇▇▇▇
Page 6 of 20
|
|
4) |
Documents to be delivered. For the purpose of Section 4(a): |
|
|
(a) |
Tax forms, documents or certificates to be delivered are: |
|
Party
required to |
|
Form/Document/ Certificate |
|
Date
by which |
|
Covered
by Section |
|
|
|
|
|
|||
|
BNY and Counterparty |
|
Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax. |
|
Upon the execution and delivery of this Agreement |
|
Yes |
|
|
(b) |
Other documents to be delivered are: |
|
Party
required to |
|
Form/Document/ Certificate |
|
Date
by which |
|
Covered by Section 3(d) Representation |
|
|
|
|
|
|||
|
BNY |
|
A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. |
|
Upon the execution and delivery of this Agreement |
|
Yes |
|
Counterparty |
|
(i) a copy of the executed Pooling and Servicing and Yield Maintenance Allocation Agreement, and (ii) an incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty. |
|
Upon the execution and delivery of this Agreement |
|
Yes |
|
BNY |
|
A copy of the most recent publicly available regulatory call report. |
|
Promptly after request by the other party |
|
Yes |
|
BNY |
|
Legal Opinion as to enforceability of the Agreement. |
|
Upon the execution and delivery of this Agreement. |
|
Yes |
|
|
|
|
|
|
|
Yes |
Ref No. 38408
Page 7 of 20
|
|
5) |
Miscellaneous. |
|
|
(a) |
Address for Notices: For the purposes of Section 12(a): |
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tele: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇/5837
(For all purposes)
Address for notices or communications to the Counterparty:
Deutsche Bank National Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Harborview 2006-9
|
|
(b) |
Process Agent. For the purpose of Section 13(c): |
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not Applicable
|
|
(c) |
Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes of Section 6(b), it shall not in future have any Office other than one in the United States. |
|
|
(d) |
Multibranch Party. For the purpose of Section 10(c): |
BNY is not a Multibranch Party.
Ref No. 38408
Page 8 of 20
The Counterparty is not a Multibranch Party.
|
|
(e) |
Calculation Agent. The Calculation Agent is BNY. |
|
(f) |
Credit Support Document. |
Not applicable for either BNY (except with respect to credit support furnished pursuant to Paragraph 9) or the Counterparty. |
|
(g) |
Credit Support Provider. |
|
|
|
BNY: |
Not Applicable (except with respect to credit support furnished pursuant to Paragraph 9)
|
|
|
Counterparty: |
Not Applicable |
|
|
(h) |
Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. |
|
|
(i) |
Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. |
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
|
|
(j) |
Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. |
Ref No. 38408
Page 9 of 20
|
|
(k) |
Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. |
|
|
(l) |
Non-Recourse. Notwithstanding any provision herein or in the ISDA Form Master Agreement to the contrary, the obligations of the Counterparty hereunder are limited recourse obligations of the Counterparty, payable solely from the Yield Maintenance Trust and the proceeds thereof to satisfy the Counterparty’s obligations hereunder. In the event that the Yield Maintenance Trust and proceeds thereof should be insufficient to satisfy all claims outstanding and following the realization of the Yield Maintenance Trust and the distribution of the proceeds thereof in accordance with the Yield Maintenance Allocation Agreement, any claims against or obligations of the Counterparty under the ISDA Form Master Agreement or any other confirmation thereunder, still outstanding shall be extinguished and thereafter not revive. This provision shall survive the expiration of this Agreement. |
|
|
(m) |
Limitation on Institution of Bankruptcy Proceedings. BNY shall not institute against or cause any other person to institute against, or join any other person in instituting against the Counterparty, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, under any of the laws of the United States or any other jurisdiction, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Certificates. This provision shall survive the expiration of this Agreement. |
|
|
(n) |
Remedy of Failure to Pay or Deliver. The ISDA Form Master Agreement is hereby amended by replacing the word “third” in the third line of Section 5(a)(i) by the word “second”. |
|
|
(o) |
“Affiliate” will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that the Counterparty shall not be deemed to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). |
|
|
(p) |
Deutsche Bank’s Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Administrator (i) this Confirmation is executed and delivered by Deutsche Bank, not in its individual capacity but solely as Administrator pursuant to the Yield Maintenance Allocation Agreement in the exercise of the powers and authority conferred and vested in it thereunder and pursuant to instruction set forth therein and in the Pooling and Servicing Agreement (ii) each of the representations, undertakings and agreements herein made on behalf of the Yield Maintenance Trust is made and intended not as a personal representation, undertaking or agreement of the Administrator but is made and intended for the purpose of binding only the Counterparty, and (iii) under no circumstances will Deutsche Bank, in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. |
Ref No. 38408
Page 10 of 20
|
|
(q) |
Deutsche Bank’s Representation. Deutsche Bank, as Administrator, represents and warrants that: |
It has been directed under the Yield Maintenance Allocation Agreement to enter into this letter agreement as Administrator on behalf of the Counterparty.
|
|
(r) |
Amendment to Yield Maintenance Allocation Agreement. Notwithstanding any provisions to the contrary in the Yield Maintenance Allocation Agreement, none of GCFP, the Administrator or the Trustee shall enter into any amendment thereto which could have a material adverse affect on BNY without the prior written consent of BNY. |
|
|
6) |
Additional Representations. Section 3 is hereby amended by adding, at the end thereof, the following Sections 3(g) and 3(h): |
|
|
“(g) |
Relationship Between Parties. |
|
|
(1) |
Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction. |
|
|
(2) |
Evaluation and Understanding. |
|
|
(i) |
Each Party acknowledges that Deutsche Bank, has been directed under the Yield Maintenance Agreement to enter into this Transaction as Administrator on behalf of the Counterparty. |
|
|
(ii) |
It is acting for its own account and has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into such transaction; it being understood that information and explanations related to the terms and conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction; and |
Ref No. 38408
Page 11 of 20
|
|
(iii) |
It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and does, in fact assume) those risks, financially and otherwise. |
|
|
(3) |
Principal. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. |
|
|
(h) |
Exclusion from Commodities Exchange Act. (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party; and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended. |
|
|
7) |
Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement (but without limiting the provisions of Section 2(c) and Section 6, except as provided in the next sentence), each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The last sentence of the first paragraph of Section 6(e) shall not apply for purposes of this Transaction. |
|
|
8) |
Additional Termination Events. The following Additional Termination Events will apply, in each case with respect to BNY as the sole Affected Party (unless otherwise provided below): |
(i) Downgrade. BNY fails to comply with the Downgrade Provisions as set forth in Paragraph 4(9). BNY shall be the sole Affected Party.
(ii) Provision of Information Required by Regulation AB. BNY shall fail to comply with the provisions of Paragraph 4(10) below within the time provided for therein. BNY shall be the sole Affected Party.
|
|
9) |
Ratings Downgrade. For purposes of each Transaction: |
(i) Certain Definitions.
(A) “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder, that the Trustee shall have received prior written confirmation from each of the applicable Rating Agencies, and shall have provided notice thereof to BNY, that the proposed action or inaction would not cause a downgrade or withdrawal of their then-current ratings of the Certificates.
Ref No. 38408
Page 12 of 20
(B) “Qualifying Ratings” means, with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for downgrade), and a long-term unsecured and unsubordinated debt of “A1” (not on watch for downgrade) (or, if it has no short-term unsecured and unsubordinated debt rating, a long term rating of “Aa3” (not on watch for downgrade) by Moody’s, and
(y) a short-term unsecured and unsubordinated debt rating of “A-1” by S&P or a long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(C) A “Collateralization Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is on watch for downgrade) or below, and its long-term unsecured and unsubordinated debt is reduced to “A1” (and is on watch for downgrade) or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s, or
(y) its short-term unsecured and unsubordinated debt rating is reduced below “A-1” or its long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(D) A “Ratings Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced to “P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is reduced to “A3” or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “A2” or below) by Moody’s, or
(y) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P.
For purposes of (C) and (D) above, such events include those occurring in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider, but they shall be deemed not to occur if, within thirty (30) days (or, in the case of a Ratings Event, ten (10) Business Days) thereafter, each of the applicable Rating Agencies has reconfirmed the ratings of the Certificates, as applicable, which were in effect immediately prior thereto. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral.
Ref No. 38408
Page 13 of 20
(ii) Actions to be Taken Upon Occurrence of Event. Subject, in each case set forth in (A) and (B) below, to satisfaction of the Rating Agency Condition:
(A) Collateralization Event. If a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other instruments approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates,
(2) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(4) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of their Certificates.
(B) Ratings Event. If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:
(1) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
Ref No. 38408
Page 14 of 20
(3) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates.
|
|
10) |
Compliance with Regulation AB. |
|
|
(a) |
It shall be a swap disclosure event (“Swap Disclosure Event”) if, at any time after the date hereof, the Administrator (acting on behalf of the Depositor or the Sponsor) notifies BNY that the aggregate “significance percentage” (calculated in accordance with the provisions of Item 1115 of Regulation AB) of all derivative instruments provided by BNY and any of its affiliates to Counterparty (collectively, the “Aggregate Significance Percentage”) is 10% or more. |
|
|
(b) |
Upon the occurrence of a Swap Disclosure Event, BNY, at its own cost and expense (and without any expense or liability to the Depositor, the Sponsor, the Underwriter, the Depositor, the Trustee, the Trust Fund, the Administrator or the Yield Maintenance Trust), shall take one of the following actions: (i) provide to the Sponsor and the Depositor: (x) if the Aggregate Significance Percentage is 10% or more, but less than 20%, the information required under Item 1115(b)(1) of Regulation AB or (y) if the Aggregate Significance Percentage is 20% or more, within five (5) Business Days, the information required under Item 1115(b)(2) of Regulation AB; or (ii) assign its rights and delegate its obligations under the Transaction to a counterparty with the Approved Ratings Thresholds (or which satisfies the Rating Agency Condition), that (x) provides the information specified in clause (i) above to the Depositor and Sponsor and (y) enters into documentation substantially similar to the documentation then in place between BNY and the Counterparty. |
|
|
(c) |
For so long as the Aggregate Significance Percentage is 10% or more, BNY shall provide any updates to the information provided pursuant to clause (b) above to the Sponsor and the Depositor within five (5) Business Days following availability thereof (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no even more than 90 days after the end of each of BNY’s fiscal year for any annual update). |
|
|
(d) |
All information provided pursuant to clauses (b) and (c) shall be in a form suitable for conversion to the format required for filing by the Depositor with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇). In addition, any such information, if audited, shall be accompanied by any necessary auditor’s consents or, if such information is unaudited, shall be accompanied by an appropriate agreed-upon procedures letter from BNY’s accountants. If permitted by Regulation AB, any such information may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. |
Ref No. 38408
Page 15 of 20
|
|
11) |
Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if the Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement, and shall, at the time, have no future payment or delivery obligation, whether absolute or contingent, then unless BNY is required pursuant to appropriate proceedings to return to the Counterparty or otherwise returns to the Counterparty upon demand of the Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to the Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to the Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form Master Agreement with respect to BNY as the Burdened Party. |
|
|
12) |
BNY Payments to be made to Deutsche Bank in its capacity as Administrator. BNY will, unless otherwise directed by GCFP, make all payments hereunder to Deutsche Bank in its capacity as Administrator. Payment made to Deutsche Bank at the account specified herein or to another account specified in writing by Deutsche Bank shall satisfy the payment obligations of BNY hereunder to the extent of such payment. |
Ref No. 38408
Page 16 of 20
5. Account Details and Settlement Information:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Swap
Payments to Counterparty:
Deutsche Bank Trust Company - Americas
ABA: ▇▇▇▇▇▇▇▇▇
Bene Acct: ▇▇▇-▇▇-▇▇▇
Bene Acct Name: NYLTD Funds Control - Stars West
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ HVMLT 2006-9
6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative Products Support Dept., Attn: ▇▇▇▇▇ Au-▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇/5837. Once we receive this we will send you two original confirmations for execution.
Ref No. 38408
Page 17 of 20
We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.
Very truly yours,
|
THE BANK OF NEW YORK |
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Name: |
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Title: |
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▇▇▇ ▇▇. ▇▇▇▇▇
Page 18 of 20
The Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.
YIELD MAINTENANCE TRUST
BY: DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT INDIVIDUALLY, BUT SOLELY AS ADMINISTRATOR ON BEHALF OF THE YIELD MAINTENANCE TRUST
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Name: |
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Title: |
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▇▇▇ ▇▇. ▇▇▇▇▇
Page 19 of 20
SCHEDULE I
All dates subject to adjustment in accordance with the Following Business Day
Convention.
|
Accrual Start Date |
|
Accrual End Dates |
|
Notional
Amount |
|
Cap Rate (%) |
|
Ceiling Rate (%) |
|
|
|
|
|
|
||||
|
04/19/10 |
|
05/19/10 |
|
820,938,371.82 |
|
6.0000000 |
|
7.92185 |
|
05/19/10 |
|
06/19/10 |
|
791,538,915.55 |
|
6.0000000 |
|
7.86930 |
|
06/19/10 |
|
07/19/10 |
|
763,254,959.30 |
|
6.0000000 |
|
7.81264 |
|
07/19/10 |
|
08/19/10 |
|
735,946,291.26 |
|
6.0000000 |
|
7.74799 |
|
08/19/10 |
|
09/19/10 |
|
684,909,144.93 |
|
6.0000000 |
|
7.68334 |
|
09/19/10 |
|
10/19/10 |
|
660,481,750.59 |
|
6.0000000 |
|
7.60965 |
|
10/19/10 |
|
11/19/10 |
|
636,984,332.34 |
|
6.0000000 |
|
7.52761 |
|
11/19/10 |
|
12/19/10 |
|
614,381,508.94 |
|
6.0000000 |
|
7.44539 |
|
12/19/10 |
|
01/19/11 |
|
563,338,590.32 |
|
4.8100000 |
|
7.35162 |
|
01/19/11 |
|
02/19/11 |
|
544,559,931.99 |
|
4.8100000 |
|
7.25267 |
|
02/19/11 |
|
03/19/11 |
|
503,062,507.47 |
|
4.6404887 |
|
7.15120 |
|
03/19/11 |
|
04/19/11 |
|
486,414,096.28 |
|
4.6346868 |
|
7.04164 |
|
04/19/11 |
|
05/19/11 |
|
470,397,792.11 |
|
4.6287177 |
|
6.92326 |
|
05/19/11 |
|
06/19/11 |
|
454,999,991.89 |
|
4.6225829 |
|
6.80612 |
|
06/19/11 |
|
07/19/11 |
|
440,093,945.89 |
|
4.6162350 |
|
6.67199 |
|
07/19/11 |
|
08/19/11 |
|
425,768,715.65 |
|
4.6097157 |
|
6.58330 |
|
08/19/11 |
|
09/19/11 |
|
388,113,428.17 |
|
4.5902838 |
|
6.72913 |
|
09/19/11 |
|
10/19/11 |
|
374,533,474.81 |
|
4.5823173 |
|
6.87471 |
|
10/19/11 |
|
11/19/11 |
|
361,504,889.88 |
|
4.5741116 |
|
7.02843 |
|
11/19/11 |
|
12/19/11 |
|
349,005,916.99 |
|
4.5656638 |
|
7.17005 |
|
12/19/11 |
|
01/19/12 |
|
337,015,612.30 |
|
4.5569708 |
|
7.31899 |
|
01/19/12 |
|
02/19/12 |
|
325,513,790.33 |
|
4.5480302 |
|
7.46336 |
|
02/19/12 |
|
03/19/12 |
|
294,496,099.42 |
|
4.5204383 |
|
7.59259 |
|
03/19/12 |
|
04/19/12 |
|
284,445,722.35 |
|
4.5102071 |
|
7.74715 |
|
04/19/12 |
|
05/19/12 |
|
274,804,466.85 |
|
4.4996892 |
|
7.88553 |
|
05/19/12 |
|
06/19/12 |
|
265,555,220.92 |
|
4.4888811 |
|
8.01568 |
|
06/19/12 |
|
07/19/12 |
|
256,680,560.76 |
|
4.4777785 |
|
8.14982 |
|
07/19/12 |
|
08/19/12 |
|
248,161,685.08 |
|
4.4663740 |
|
8.27284 |
|
08/19/12 |
|
09/19/12 |
|
225,203,597.68 |
|
4.4313435 |
|
8.40462 |
|
09/19/12 |
|
10/19/12 |
|
217,617,483.43 |
|
4.4181436 |
|
8.53029 |
Ref No. 38408
Page
20 of 20
|
10/19/12 |
|
11/19/12 |
|
210,320,671.23 |
|
4.4045487 |
|
8.64465 |
|
11/19/12 |
|
12/19/12 |
|
203,299,895.78 |
|
4.3905468 |
|
8.76051 |
|
12/19/12 |
|
01/19/13 |
|
196,544,713.96 |
|
4.3761303 |
|
8.86465 |
|
01/19/13 |
|
02/19/13 |
|
190,045,077.80 |
|
4.3612917 |
|
8.96278 |
|
02/19/13 |
|
03/19/13 |
|
169,707,646.69 |
|
4.3075194 |
|
9.05584 |
|
03/19/13 |
|
04/19/13 |
|
163,691,842.26 |
|
4.2890529 |
|
9.13546 |
|
04/19/13 |
|
05/19/13 |
|
157,903,673.36 |
|
4.2699569 |
|
9.22806 |
|
05/19/13 |
|
06/19/13 |
|
152,334,527.62 |
|
4.2502136 |
|
9.31798 |
|
06/19/13 |
|
07/19/13 |
|
146,976,118.73 |
|
4.2298051 |
|
9.37853 |
|
07/19/13 |
|
08/19/13 |
|
141,820,473.55 |
|
4.2087131 |
|
9.44097 |
|
08/19/13 |
|
09/19/13 |
|
125,957,927.31 |
|
4.1329898 |
|
9.51025 |
|
09/19/13 |
|
10/19/13 |
|
117,889,608.13 |
|
8.9757629 |
|
9.56586 |
|
10/19/13 |
|
11/19/13 |
|
113,019,115.68 |
|
8.9919073 |
|
9.60744 |
|
11/19/13 |
|
12/19/13 |
|
108,339,211.13 |
|
9.0149599 |
|
9.65708 |
|
12/19/13 |
|
01/19/14 |
|
103,842,153.70 |
|
9.0041903 |
|
9.67412 |
|
01/19/14 |
|
02/19/14 |
|
99,522,763.13 |
|
8.9995892 |
|
9.69859 |
|
02/19/14 |
|
03/19/14 |
|
95,373,748.45 |
|
8.9895840 |
|
9.71899 |
|
03/19/14 |
|
04/19/14 |
|
91,389,576.61 |
|
8.9540976 |
|
9.71531 |
|
04/19/14 |
|
05/19/14 |
|
87,564,396.32 |
|
8.9321001 |
|
9.72656 |
|
05/19/14 |
|
06/19/14 |
|
83,893,091.36 |
|
8.8923713 |
|
9.72160 |
|
06/19/14 |
|
07/19/14 |
|
80,369,548.04 |
|
8.8406840 |
|
9.70627 |
Ref No. 38408
EXHIBIT X
CLASS 2A-1C2 YIELD MAINTENANCE AGREEMENT
X-1
Page 1 of 21
Dated: October 2, 2006
Rate Cap Transaction
Re: BNY Reference No. 38409
Ladies and Gentlemen:
The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the rate Cap Transaction entered into on the Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly organized and existing under the laws of the State of New York, and Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee (in such capacity, the “Trustee”) under the Pooling and Servicing Agreement, dated as of September 1, 2006, among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”), Greenwich Capital Financial Products, Inc. (“GCFP”), as seller (the “Seller”) and the Trustee (the “Pooling and Servicing Agreement”). The Trustee, on behalf of the Harborview Mortgage Loan Trust 2006-9 (the “Issuing Entity”) is referred to herein as the “Counterparty”. This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”). An ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph 4 of this Confirmation (the “Master Agreement”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. Except as otherwise specified, references herein to Sections shall be to Sections of the ISDA Form Master Agreement and the Master Agreement, and references to Paragraphs shall be to paragraphs of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning defined for such term in the Pooling and Servicing Agreement.
Ref No. 38409
Page 2 of 21
|
2. |
Certain Terms. The terms of the particular Transaction to which this Confirmation relates are as follows: |
|
Type of Transaction: |
|
Rate Cap |
|
Notional Amount: |
|
With respect to any Calculation Period the amount set forth for such period on Schedule I attached hereto. |
|
Trade Date: |
|
October 2, 2006 |
|
Effective Date: |
|
October 19, 2006 |
|
Termination Date: |
|
January 19, 2015, subject to adjustment in accordance with the Following Business Day Convention. |
|
FIXED AMOUNTS |
|
Fixed Amount Payer: |
|
Counterparty represents and warrants that it has directed GCFP to make payment of the Fixed Amount on its behalf. |
|
Fixed Amount: |
|
[ ] |
|
Fixed Amount Payer |
|
|
|
Payment Date: |
|
October 4, 2006 |
|
FLOATING AMOUNTS |
|
Floating Rate Payer: |
|
BNY |
|
Cap Rate: |
|
For each Calculation Period, as set forth for such period on Schedule I attached hereto. |
|
Ceiling Rate: |
|
For each Calculation Period, as set forth for such period on Schedule I attached hereto. |
|
Floating Rate for initial |
|
|
|
Calculation Period: |
|
To be determined |
|
Floating Rate Day Count Fraction: |
|
Actual/360 |
|
Floating Rate Option: |
|
USD-LIBOR-BBA, provided, however, if the Floating Rate Option for a Calculation Period is greater than Ceiling Rate then the Floating Rate Option for such Calculation Period shall be deemed equal to Ceiling Rate. |
|
Designated Maturity: |
|
One month |
|
Spread: |
|
Inapplicable |
Ref No. 38408
Page 3 of 21
|
Floating
Rate Payer |
|
The 19th day of each month, beginning on November 19, 2006 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. |
|
Floating
Rate Payer |
|
Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be one (1) Business Day preceding each Floating Rate Payer Period End Date. |
|
Reset Dates: |
|
The first day of each Calculation Period or Compounding Period, if Compounding is applicable. |
|
Compounding: |
|
Inapplicable |
|
Business Days for Payments |
|
|
|
By both parties: |
|
New York |
|
Calculation Agent: |
|
BNY |
|
3. |
Additional Provisions: |
1) Reliance. Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein.
2) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor’s Ratings Service, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc (“S&P”) and ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the “Certificates”).
|
4. |
Provisions Deemed Incorporated in a Schedule to the Master Agreement: |
|
|
1) |
No Netting Between Transactions. The parties agree that subparagraph (ii) of Section 2(c) will apply to any Transaction. |
|
|
2) |
Termination Provisions. Subject to the provisions of Paragraph 4(11) below, for purposes of the Master Agreement: |
|
|
(a) |
“Specified Entity” is not applicable to BNY or the Counterparty for any purpose. |
Ref No. 38409
Page 4 of 21
|
|
(b) |
The “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BNY or the Counterparty. |
|
|
(c) |
The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY (except with respect to credit support furnished pursuant to Paragraph 4 9) below or the Counterparty. |
|
|
(d) |
The “Misrepresentation” provisions of Section 5(a)(iv) will not apply to BNY or the Counterparty. |
|
|
(e) |
“Default under Specified Transaction” is not applicable to BNY or the Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or the Counterparty. |
|
|
(f) |
The “Cross Default” provisions of Section 5(a)(vi) will not apply to BNY or to the Counterparty. |
|
|
(g) |
The “Bankruptcy” provisions of Section 5(a)(vii)(2) will not apply to the Counterparty; the words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include the Trustee; and the words “specifically authorized “ are inserted before the word “action” in Section 5(a)(vii)(9). |
|
|
(h) |
The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BNY or the Counterparty. |
|
|
(i) |
The “Automatic Early Termination” provision of Section 6(a) will not apply to BNY or to the Counterparty. |
|
|
(j) |
Payments on Early Termination. For the purpose of Section 6(e): |
|
|
(i) |
Market Quotation will apply. |
|
|
(ii) |
The Second Method will apply. |
|
|
(k) |
“Termination Currency” means United States Dollars. |
|
|
(l) |
No Additional Amounts Payable by Counterparty. The Counterparty shall not be required to pay any additional amounts pursuant to Section 2(d)(i)(4) or 2(d)(ii). |
Ref No. 38409
Page 5 of 21
|
|
3) |
Tax Representations. |
|
|
(a) |
Payer Representations. For the purpose of Section 3(e), BNY and the Counterparty make the following representations: |
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on:
|
|
(i) |
the accuracy of any representations made by the other party pursuant to Section 3(f); |
|
|
(ii) |
the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and |
|
|
(iii) |
the satisfaction of the agreement of the other party contained in Section 4(d), provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice of its legal or commercial position. |
|
|
(b) |
Payee Representations. For the purpose of Section 3(f), BNY and the Counterparty make the following representations. |
|
|
(i) |
The following representation will apply to BNY: |
(x) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes, (y) it is a trust company duly organized and existing under the laws of the State of New York, and (y) its U.S. taxpayer identification number is ▇▇▇▇▇▇▇▇▇.
|
|
(ii) |
The following representation will apply to the Counterparty: |
The beneficial owner of payments made to it under this Agreement is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.
▇▇▇ ▇▇. ▇▇▇▇▇
Page 6 of 21
|
|
4) |
Documents to be delivered. For the purpose of Section 4(a): |
|
|
(a) |
Tax forms, documents or certificates to be delivered are: |
|
Party required to |
|
Form/Document/ Certificate |
|
Date by which |
|
Covered by Section |
|
|
|
|
|
|
|
|
|
BNY and Counterparty |
|
Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax. |
|
Upon the execution and delivery of this Agreement |
|
Yes |
|
|
(b) |
Other documents to be delivered are: |
|
Party required to |
|
Form/Document/ Certificate |
|
Date by which |
|
Covered by Section |
|
|
|
|
|
|
|
|
|
BNY |
|
A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. |
|
Upon the execution and delivery of this Agreement |
|
Yes |
|
Counterparty |
|
(i) a copy of the executed Pooling and Servicing Agreement, and (ii) an incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty. |
|
Upon the execution and delivery of this Agreement |
|
Yes |
|
BNY |
|
A copy of the most recent publicly available regulatory call report. |
|
Promptly after request by the other party |
|
Yes |
|
BNY |
|
Legal Opinion as to enforceability of the Agreement. |
|
Upon the execution and delivery of this Agreement. |
|
Yes |
Ref No. 38409
Page 7 of 21
|
|
5) |
Miscellaneous. |
|
|
(a) |
Address for Notices: For the purposes of Section 12(a): |
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tele: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇/5837
(For all purposes)
Address for notices or communications to the Counterparty:
Deutsche Bank National Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Harborview 2006-9
|
|
(b) |
Process Agent. For the purpose of Section 13(c): |
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not Applicable
|
|
(c) |
Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes of Section 6(b), it shall not in future have any Office other than one in the United States. |
|
|
(d) |
Multibranch Party. For the purpose of Section 10(c): |
BNY is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
Ref No. 38409
Page 8 of 21
|
|
(e) |
Calculation Agent. The Calculation Agent is BNY. |
|
|
(f) |
Credit Support Document. |
Not applicable for either BNY (except with respect to credit support furnished pursuant to Paragraph 9) or the Counterparty. |
|
|
(g) |
Credit Support Provider. |
|
|
|
BNY: |
Not Applicable (except with respect to credit support furnished pursuant to Paragraph 9) |
| Counterparty: | Not Applicable |
|
|
(h) |
Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. |
|
|
(i) |
Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. |
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
|
|
(j) |
Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. |
Ref No. 38409
Page 9 of 21
|
|
(k) |
Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. |
|
|
(l) |
Non-Recourse. Notwithstanding any provision herein or in the ISDA Form Master Agreement to the contrary, the obligations of the Counterparty hereunder are limited recourse obligations of the Counterparty, payable solely from the Issuing Entity and the proceeds thereof to satisfy the Counterparty’s obligations hereunder. In the event that the Issuing Entity and proceeds thereof should be insufficient to satisfy all claims outstanding and following the realization of the Issuing Entity and the distribution of the proceeds thereof in accordance with the Pooling and Servicing Agreement, any claims against or obligations of the Counterparty under the ISDA Form Master Agreement or any other confirmation thereunder, still outstanding shall be extinguished and thereafter not revive. This provision shall survive the expiration of this Agreement. |
|
|
(m) |
Limitation on Institution of Bankruptcy Proceedings. BNY shall not institute against or cause any other person to institute against, or join any other person in instituting against the Counterparty, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, under any of the laws of the United States or any other jurisdiction, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Certificates. This provision shall survive the expiration of this Agreement. |
|
|
(n) |
Remedy of Failure to Pay or Deliver. The ISDA Form Master Agreement is hereby amended by replacing the word “third” in the third line of Section 5(a)(i) by the word “second”. |
|
|
(o) |
“Affiliate” will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that the Counterparty shall not be deemed to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). |
|
|
(p) |
Deutsche Bank’s Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Trustee (i) this Confirmation is executed and delivered by Deutsche Bank, not in its individual capacity but solely as Trustee pursuant to the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and vested in it thereunder and pursuant to instruction set forth therein (ii) each of the representations, undertakings and agreements herein made on behalf of the trust is made and intended not as a personal representation, undertaking or agreement of the Trustee but is made and intended for the purpose of binding only the Counterparty, and (iii) under no circumstances will Deutsche Bank, in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. |
Ref No. 38409
Page 10 of 21
|
|
(q) |
Deutsche Bank’s Representation. Deutsche Bank, as Trustee, represents and warrants that: |
It has been directed under the Pooling and Servicing Agreement to enter into this letter agreement as Trustee on behalf of the Counterparty.
|
|
(r) |
Amendment to Pooling and Servicing Agreement. Notwithstanding any provisions to the contrary in the Pooling and Servicing Agreement, none of the Depositor, Seller, or the Trustee shall enter into any amendment thereto which could have a material adverse affect on BNY without the prior written consent of BNY. |
|
|
6) |
Additional Representations. Section 3 is hereby amended by adding, at the end thereof, the following Sections 3(g) and 3(h): |
|
|
“(g) |
Relationship Between Parties. |
|
|
(1) |
Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction. |
|
|
(2) |
Evaluation and Understanding. |
|
|
(ii) |
Each Party acknowledges that Deutsche Bank, has been directed under the Pooling and Servicing Agreement to enter into this Transaction as Trustee on behalf of the Counterparty. |
|
|
(ii) |
It is acting for its own account and has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into such transaction; it being understood that information and explanations related to the terms and conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction; and |
Ref No. 38409
Page 11 of 21
|
|
(iii) |
It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and does, in fact assume) those risks, financially and otherwise. |
|
|
(3) |
Principal. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. |
|
|
(h) |
Exclusion from Commodities Exchange Act. (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party; and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended. |
|
|
7) |
Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement (but without limiting the provisions of Section 2(c) and Section 6, except as provided in the next sentence), each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The last sentence of the first paragraph of Section 6(e) shall not apply for purposes of this Transaction. |
|
|
8) |
Additional Termination Events. The following Additional Termination Events will apply, in each case with respect to BNY as the sole Affected Party (unless otherwise provided below): |
(i) Downgrade. BNY fails to comply with the Downgrade Provisions as set forth in Paragraph 4(9). BNY shall be the sole Affected Party.
(ii) Provision of Information Required by Regulation AB. BNY shall fail to comply with the provisions of Paragraph 4(10) below within the time provided for therein. BNY shall be the sole Affected Party.
|
|
9) |
Ratings Downgrade. For purposes of each Transaction: |
|
|
(i) Certain Definitions. |
(A) “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder, that the Trustee shall have received prior written confirmation from each of the applicable Rating Agencies, and shall have provided notice thereof to BNY, that the proposed action or inaction would not cause a downgrade or withdrawal of their then-current ratings of the Certificates.
Ref No. 38409
Page 12 of 21
(B) “Qualifying Ratings” means, with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for downgrade), and a long-term unsecured and unsubordinated debt of “A1” (not on watch for downgrade) (or, if it has no short-term unsecured and unsubordinated debt rating, a long term rating of “Aa3” (not on watch for downgrade) by Moody’s, and
(y) a short-term unsecured and unsubordinated debt rating of “A-1” by S&P or a long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(C) A “Collateralization Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is on watch for downgrade) or below, and its long-term unsecured and unsubordinated debt is reduced to “A1” (and is on watch for downgrade) or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “Aa3” (and is on watch for downgrade) or below) by ▇▇▇▇▇’▇, or
(y) its short-term unsecured and unsubordinated debt rating is reduced below “A-1” or its long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(D) A “Ratings Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced to “P-2” or below by ▇▇▇▇▇’▇ and its long-term unsecured and unsubordinated debt is reduced to “A3” or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “A2” or below) by ▇▇▇▇▇’▇, or
(y) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P.
For purposes of (C) and (D) above, such events include those occurring in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider, but they shall be deemed not to occur if, within thirty (30) days (or, in the case of a Ratings Event, ten (10) Business Days) thereafter, each of the applicable Rating Agencies has reconfirmed the ratings of the Certificates, as applicable, which were in effect immediately prior thereto. For the avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral.
Ref No. 38409
Page 13 of 21
(ii) Actions to be Taken Upon Occurrence of Event. Subject, in each case set forth in (A) and (B) below, to satisfaction of the Rating Agency Condition:
(A) Collateralization Event. If a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other instruments approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates,
(2) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(4) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of their Certificates.
(B) Ratings Event. If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:
(1) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
Ref No. 38409
Page 14 of 21
(3) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates.
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10) |
Compliance with Regulation AB. |
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(a) |
It shall be a swap disclosure event (“Swap Disclosure Event”) if, at any time after the date hereof, the Trustee (acting on behalf of the Depositor or the Sponsor) notifies BNY that the aggregate “significance percentage” (calculated in accordance with the provisions of Item 1115 of Regulation AB) of all derivative instruments provided by BNY and any of its affiliates to Counterparty (collectively, the “Aggregate Significance Percentage”) is 10% or more. |
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(b) |
Upon the occurrence of a Swap Disclosure Event, BNY, at its own cost and expense (and without any expense or liability to the Depositor, the Sponsor, the Underwriters, the Depositor, the Trustee or the Issuing Entity), shall take one of the following actions: (i) provide to the Sponsor and the Depositor: (x) if the Aggregate Significance Percentage is 10% or more, but less than 20%, the information required under Item 1115(b)(1) of Regulation AB or (y) if the Aggregate Significance Percentage is 20% or more, within five (5) Business Days, the information required under Item 1115(b)(2) of Regulation AB; or (ii) assign its rights and delegate its obligations under the Transaction to a counterparty with the Approved Ratings Thresholds (or which satisfies the Rating Agency Condition), that (x) provides the information specified in clause (i) above to the Depositor and Sponsor and (y) enters into documentation substantially similar to the documentation then in place between BNY and the Counterparty. |
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(c) |
For so long as the Aggregate Significance Percentage is 10% or more, BNY shall provide any updates to the information provided pursuant to clause (b) above to the Sponsor and the Depositor within five (5) Business Days following availability thereof (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no even more than 90 days after the end of each of BNY’s fiscal year for any annual update). |
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(d) |
All information provided pursuant to clauses (b) and (c) shall be in a form suitable for conversion to the format required for filing by the Depositor with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇). In addition, any such information, if audited, shall be accompanied by any necessary auditor’s consents or, if such information is unaudited, shall be accompanied by an appropriate agreed-upon procedures letter from BNY’s accountants. If permitted by Regulation AB, any such information may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. |
Ref No. 38409
Page 15 of 21
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11) |
Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if the Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement, and shall, at the time, have no future payment or delivery obligation, whether absolute or contingent, then unless BNY is required pursuant to appropriate proceedings to return to the Counterparty or otherwise returns to the Counterparty upon demand of the Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to the Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to the Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form Master Agreement with respect to BNY as the Burdened Party. |
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12) |
BNY Payments to be made to Deutsche Bank in its capacity as Trustee. BNY will, unless otherwise directed by the Trustee, make all payments hereunder to Deutsche Bank in its capacity as Trustee. Payment made to Deutsche Bank at the account specified herein or to another account specified in writing by Deutsch Bank shall satisfy the payment obligations of BNY hereunder to the extent of such payment. |
Ref No. 38409
Page 16 of 21
5. Account Details and Settlement Information:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Swap
Payments to Counterparty:
Deutsche Bank Trust Company - Americas
ABA: ▇▇▇▇▇▇▇▇▇
Bene Acct: ▇▇▇-▇▇-▇▇▇
Bene Acct Name: NYLTD Funds Control - Stars West
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ HVMLT 2006-9
6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative Products Support Dept., Attn: ▇▇▇▇▇ Au-▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇/5837. Once we receive this we will send you two original confirmations for execution.
Ref No. 38409
Page 17 of 21
We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.
Very truly yours,
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THE BANK OF NEW YORK |
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By: |
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Name: |
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▇▇▇ ▇▇. ▇▇▇▇▇
Page 18 of 21
The Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.
HARBORVIEW MORTGAGE LOAN TRUST 2006-9
BY: DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE ON BEHALF OF HARBORVIEW MORTGAGE LOAN TRUST 2006-9
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By: |
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Name: |
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▇▇▇ ▇▇. ▇▇▇▇▇
Page 19 of 21
SCHEDULE I
All dates subject to adjustment in accordance with the Following Business Day
Convention.
|
Accrual Start Date |
|
Accrual End Date |
|
Notional Amount |
|
Cap rate (%) |
|
Ceiling Rate (%) |
|
|
|
|
|
|
|
|
|
|
|
10/19/06 |
|
11/19/06 |
|
162,766,760.30 |
|
6.38842 |
|
10.000000 |
|
11/19/06 |
|
12/19/06 |
|
158,956,102.13 |
|
9.47567 |
|
10.000000 |
|
12/19/06 |
|
01/19/07 |
|
155,639,023.48 |
|
9.16742 |
|
10.000000 |
|
01/19/07 |
|
02/19/07 |
|
152,387,213.89 |
|
9.16742 |
|
10.000000 |
|
02/19/07 |
|
03/19/07 |
|
0.00 |
|
0.00000 |
|
0.000000 |
|
03/19/07 |
|
04/19/07 |
|
146,074,075.34 |
|
9.16743 |
|
10.000000 |
|
04/19/07 |
|
05/19/07 |
|
143,010,153.65 |
|
9.47568 |
|
10.000000 |
|
05/19/07 |
|
06/19/07 |
|
140,006,314.38 |
|
9.16743 |
|
10.000000 |
|
06/19/07 |
|
07/19/07 |
|
137,061,328.98 |
|
9.47568 |
|
10.000000 |
|
07/19/07 |
|
08/19/07 |
|
134,173,989.43 |
|
9.16743 |
|
10.000000 |
|
08/19/07 |
|
09/19/07 |
|
131,343,116.27 |
|
9.16743 |
|
10.000000 |
|
09/19/07 |
|
10/19/07 |
|
128,567,556.57 |
|
9.47568 |
|
10.000000 |
|
10/19/07 |
|
11/19/07 |
|
125,812,377.63 |
|
9.16744 |
|
10.000000 |
|
11/19/07 |
|
12/19/07 |
|
123,111,618.51 |
|
9.47569 |
|
10.000000 |
|
12/19/07 |
|
01/19/08 |
|
120,464,159.11 |
|
9.16744 |
|
10.000000 |
|
01/19/08 |
|
02/19/08 |
|
117,868,903.19 |
|
9.16744 |
|
10.000000 |
|
02/19/08 |
|
03/19/08 |
|
115,324,777.93 |
|
9.80520 |
|
10.000000 |
|
03/19/08 |
|
04/19/08 |
|
112,830,733.34 |
|
9.16744 |
|
10.000000 |
|
04/19/08 |
|
05/19/08 |
|
110,385,741.80 |
|
9.47569 |
|
10.000000 |
|
05/19/08 |
|
06/19/08 |
|
107,988,797.56 |
|
9.16745 |
|
10.000000 |
|
06/19/08 |
|
07/19/08 |
|
105,638,916.26 |
|
9.47570 |
|
10.000000 |
|
07/19/08 |
|
08/19/08 |
|
103,335,129.97 |
|
9.16745 |
|
10.000000 |
|
08/19/08 |
|
09/19/08 |
|
101,076,493.71 |
|
9.16745 |
|
10.000000 |
|
09/19/08 |
|
10/19/08 |
|
98,862,083.77 |
|
9.47570 |
|
10.000000 |
|
10/19/08 |
|
11/19/08 |
|
96,663,741.46 |
|
9.16745 |
|
10.000000 |
|
11/19/08 |
|
12/19/08 |
|
94,508,611.45 |
|
9.47570 |
|
10.000000 |
|
12/19/08 |
|
01/19/09 |
|
92,209,070.31 |
|
9.16744 |
|
10.000000 |
|
01/19/09 |
|
02/19/09 |
|
89,926,320.80 |
|
9.16743 |
|
10.000000 |
|
02/19/09 |
|
03/19/09 |
|
0.00 |
|
0.00000 |
|
0.000000 |
|
03/19/09 |
|
04/19/09 |
|
85,507,593.05 |
|
9.16741 |
|
10.000000 |
|
04/19/09 |
|
05/19/09 |
|
83,141,915.79 |
|
9.47566 |
|
10.000000 |
Ref
No. 38409
Page 20 of 21
|
05/19/09 |
|
06/19/09 |
|
80,722,815.60 |
|
9.16742 |
|
10.000000 |
|
06/19/09 |
|
07/19/09 |
|
78,361,704.45 |
|
9.47567 |
|
10.000000 |
|
07/19/09 |
|
08/19/09 |
|
76,057,078.47 |
|
9.16742 |
|
10.000000 |
|
08/19/09 |
|
09/19/09 |
|
73,807,710.52 |
|
9.16742 |
|
10.000000 |
|
09/19/09 |
|
10/19/09 |
|
71,612,281.25 |
|
9.47567 |
|
10.000000 |
|
10/19/09 |
|
11/19/09 |
|
69,469,502.75 |
|
9.16742 |
|
10.000000 |
|
11/19/09 |
|
12/19/09 |
|
67,378,117.75 |
|
9.47567 |
|
10.000000 |
|
12/19/09 |
|
01/19/10 |
|
65,336,898.94 |
|
9.16742 |
|
10.000000 |
|
01/19/10 |
|
02/19/10 |
|
63,344,648.23 |
|
9.16742 |
|
10.000000 |
|
02/19/10 |
|
03/19/10 |
|
0.00 |
|
0.00000 |
|
0.000000 |
|
03/19/10 |
|
04/19/10 |
|
59,502,400.74 |
|
9.16743 |
|
10.000000 |
|
04/19/10 |
|
05/19/10 |
|
57,650,147.74 |
|
9.47568 |
|
10.000000 |
|
05/19/10 |
|
06/19/10 |
|
56,002,859.82 |
|
9.16743 |
|
10.000000 |
|
06/19/10 |
|
07/19/10 |
|
54,648,677.97 |
|
9.47568 |
|
10.000000 |
|
07/19/10 |
|
08/19/10 |
|
53,327,004.01 |
|
9.16743 |
|
10.000000 |
|
08/19/10 |
|
09/19/10 |
|
52,037,061.19 |
|
9.16743 |
|
10.000000 |
|
09/19/10 |
|
10/19/10 |
|
50,778,091.26 |
|
9.47568 |
|
10.000000 |
|
10/19/10 |
|
11/19/10 |
|
49,549,354.04 |
|
9.16743 |
|
10.000000 |
|
11/19/10 |
|
12/19/10 |
|
48,350,126.99 |
|
9.47568 |
|
10.000000 |
|
12/19/10 |
|
01/19/11 |
|
47,179,704.76 |
|
9.16743 |
|
10.000000 |
|
01/19/11 |
|
02/19/11 |
|
46,037,398.82 |
|
9.16744 |
|
10.000000 |
|
02/19/11 |
|
03/19/11 |
|
0.00 |
|
0.00000 |
|
0.000000 |
|
03/19/11 |
|
04/19/11 |
|
43,834,463.39 |
|
9.16744 |
|
10.000000 |
|
04/19/11 |
|
05/19/11 |
|
42,772,537.32 |
|
9.47569 |
|
10.000000 |
|
05/19/11 |
|
06/19/11 |
|
41,736,133.65 |
|
9.16744 |
|
10.000000 |
|
06/19/11 |
|
07/19/11 |
|
40,724,642.07 |
|
9.47569 |
|
10.000000 |
|
07/19/11 |
|
08/19/11 |
|
39,737,466.83 |
|
9.16744 |
|
10.000000 |
|
08/19/11 |
|
09/19/11 |
|
38,774,026.38 |
|
9.16744 |
|
10.000000 |
|
09/19/11 |
|
10/19/11 |
|
37,833,753.00 |
|
9.47569 |
|
10.000000 |
|
10/19/11 |
|
11/19/11 |
|
36,916,092.55 |
|
9.16744 |
|
10.000000 |
|
11/19/11 |
|
12/19/11 |
|
36,020,504.07 |
|
9.47569 |
|
10.000000 |
|
12/19/11 |
|
01/19/12 |
|
35,146,459.50 |
|
9.16745 |
|
10.000000 |
|
01/19/12 |
|
02/19/12 |
|
34,293,443.39 |
|
9.16745 |
|
10.000000 |
|
02/19/12 |
|
03/19/12 |
|
33,460,952.54 |
|
9.80520 |
|
10.000000 |
|
03/19/12 |
|
04/19/12 |
|
32,648,495.80 |
|
9.16745 |
|
10.000000 |
|
04/19/12 |
|
05/19/12 |
|
31,855,593.69 |
|
9.47570 |
|
10.000000 |
|
05/19/12 |
|
06/19/12 |
|
31,081,778.19 |
|
9.16745 |
|
10.000000 |
|
06/19/12 |
|
07/19/12 |
|
30,326,592.42 |
|
9.47570 |
|
10.000000 |
Ref
No. 38409
Page 21 of 21
|
07/19/12 |
|
08/19/12 |
|
29,589,590.42 |
|
9.16745 |
|
10.000000 |
|
08/19/12 |
|
09/19/12 |
|
28,870,336.84 |
|
9.16746 |
|
10.000000 |
|
09/19/12 |
|
10/19/12 |
|
28,168,406.75 |
|
9.47571 |
|
10.000000 |
|
10/19/12 |
|
11/19/12 |
|
28,168,406.75 |
|
9.16746 |
|
10.000000 |
|
11/19/12 |
|
12/19/12 |
|
28,168,406.75 |
|
9.47571 |
|
10.000000 |
|
12/19/12 |
|
01/19/13 |
|
27,747,545.48 |
|
9.16746 |
|
10.000000 |
|
01/19/13 |
|
02/19/13 |
|
27,072,284.44 |
|
9.16746 |
|
10.000000 |
|
02/19/13 |
|
03/19/13 |
|
0.00 |
|
0.00000 |
|
0.000000 |
|
03/19/13 |
|
04/19/13 |
|
25,770,199.84 |
|
9.16746 |
|
10.000000 |
|
04/19/13 |
|
05/19/13 |
|
25,142,605.77 |
|
9.47571 |
|
10.000000 |
|
05/19/13 |
|
06/19/13 |
|
24,530,145.45 |
|
9.16747 |
|
10.000000 |
|
06/19/13 |
|
07/19/13 |
|
23,932,456.23 |
|
9.47572 |
|
10.000000 |
|
07/19/13 |
|
08/19/13 |
|
23,349,184.11 |
|
9.16747 |
|
10.000000 |
|
08/19/13 |
|
09/19/13 |
|
22,779,983.55 |
|
9.16747 |
|
10.000000 |
|
09/19/13 |
|
10/19/13 |
|
22,224,517.24 |
|
9.47572 |
|
10.000000 |
|
10/19/13 |
|
11/19/13 |
|
21,682,455.92 |
|
9.16747 |
|
10.000000 |
|
11/19/13 |
|
12/19/13 |
|
21,153,478.21 |
|
9.47572 |
|
10.000000 |
|
12/19/13 |
|
01/19/14 |
|
20,637,270.40 |
|
9.16748 |
|
10.000000 |
|
01/19/14 |
|
02/19/14 |
|
20,133,526.25 |
|
9.16748 |
|
10.000000 |
|
02/19/14 |
|
03/19/14 |
|
0.00 |
|
0.00000 |
|
0.000000 |
|
03/19/14 |
|
04/19/14 |
|
19,162,240.43 |
|
9.16748 |
|
10.000000 |
|
04/19/14 |
|
05/19/14 |
|
18,694,122.18 |
|
9.47573 |
|
10.000000 |
|
05/19/14 |
|
06/19/14 |
|
18,237,314.08 |
|
9.16748 |
|
10.000000 |
|
06/19/14 |
|
07/19/14 |
|
17,791,544.78 |
|
9.47573 |
|
10.000000 |
|
07/19/14 |
|
08/19/14 |
|
17,356,549.39 |
|
9.16749 |
|
10.000000 |
|
08/19/14 |
|
09/19/14 |
|
16,932,069.35 |
|
9.16749 |
|
10.000000 |
|
09/19/14 |
|
10/19/14 |
|
16,517,852.29 |
|
9.47574 |
|
10.000000 |
|
10/19/14 |
|
11/19/14 |
|
16,113,651.85 |
|
9.16749 |
|
10.000000 |
|
11/19/14 |
|
12/19/14 |
|
15,719,227.57 |
|
9.47574 |
|
10.000000 |
|
12/19/14 |
|
01/19/15 |
|
15,334,344.74 |
|
9.16749 |
|
10.000000 |
Ref No. 38409
SCHEDULE I
MORTGAGE LOAN SCHEDULE
SCHEDULE II
FINAL MATURITY RESERVE SCHEDULE
|
Distribution Date: |
|
Aggregate Principal Balance ($): |
| |
|
|
|
|
| |
|
October 2016 |
|
196,450,166.21 |
|
|
|
November 2016 |
|
193,485,463.55 |
|
|
|
December 2016 |
|
190,564,553.80 |
|
|
|
January 2017 |
|
187,686,797.19 |
|
|
|
February 2017 |
|
184,851,563.26 |
|
|
|
March 2017 |
|
182,058,230.68 |
|
|
|
April 2017 |
|
179,306,187.16 |
|
|
|
May 2017 |
|
176,594,829.31 |
|
|
|
June 2017 |
|
173,923,562.49 |
|
|
|
July 2017 |
|
171,291,800.70 |
|
|
|
August 2017 |
|
168,698,966.46 |
|
|
|
September 2017 |
|
166,144,490.69 |
|
|
|
October 2017 |
|
163,627,812.55 |
|
|
|
November 2017 |
|
161,148,379.38 |
|
|
|
December 2017 |
|
158,705,646.52 |
|
|
|
January 2018 |
|
156,299,077.25 |
|
|
|
February 2018 |
|
153,928,142.64 |
|
|
|
March 2018 |
|
151,592,321.44 |
|
|
|
April 2018 |
|
149,291,099.99 |
|
|
|
May 2018 |
|
147,023,972.08 |
|
|
|
June 2018 |
|
144,790,438.87 |
|
|
|
July 2018 |
|
142,590,008.76 |
|
|
|
August 2018 |
|
140,422,197.31 |
|
|
|
September 2018 |
|
138,286,527.12 |
|
|
|
October 2018 |
|
136,182,527.71 |
|
|
|
November 2018 |
|
134,109,735.46 |
|
|
|
December 2018 |
|
132,067,693.49 |
|
|
|
January 2019 |
|
130,055,951.56 |
|
|
|
February 2019 |
|
128,074,065.97 |
|
|
|
March 2019 |
|
126,121,599.48 |
|
|
|
April 2019 |
|
124,198,121.21 |
|
|
|
May 2019 |
|
122,303,206.55 |
|
|
|
June 2019 |
|
120,436,437.04 |
|
|
|
July 2019 |
|
118,597,400.34 |
|
|
|
August 2019 |
|
116,785,690.10 |
|
|
|
September 2019 |
|
115,000,905.85 |
|
|
|
October 2019 |
|
113,242,652.99 |
|
|
|
November 2019 |
|
111,510,542.64 |
|
|
|
December 2019 |
|
109,804,191.57 |
|
|
|
January 2020 |
|
108,123,222.15 |
|
|
|
February 2020 |
|
106,467,262.21 |
|
|
|
Distribution Date: |
|
Aggregate Principal Balance ($): |
| |
|
|
|
|
| |
|
March 2020 |
|
104,835,945.02 |
|
|
|
April 2020 |
|
103,228,909.20 |
|
|
|
May 2020 |
|
101,645,798.59 |
|
|
|
June 2020 |
|
100,086,262.25 |
|
|
|
July 2020 |
|
98,549,954.33 |
|
|
|
August 2020 |
|
97,036,534.01 |
|
|
|
September 2020 |
|
95,545,665.45 |
|
|
|
October 2020 |
|
94,077,017.68 |
|
|
|
November 2020 |
|
92,630,264.56 |
|
|
|
December 2020 |
|
91,205,084.70 |
|
|
|
January 2021 |
|
89,801,161.37 |
|
|
|
February 2021 |
|
88,418,182.49 |
|
|
|
March 2021 |
|
87,055,840.48 |
|
|
|
April 2021 |
|
85,713,832.27 |
|
|
|
May 2021 |
|
84,391,859.20 |
|
|
|
June 2021 |
|
83,089,626.94 |
|
|
|
July 2021 |
|
81,806,845.48 |
|
|
|
August 2021 |
|
80,543,229.01 |
|
|
|
September 2021 |
|
79,298,495.90 |
|
|
|
October 2021 |
|
78,072,368.59 |
|
|
|
November 2021 |
|
76,864,573.61 |
|
|
|
December 2021 |
|
75,674,841.45 |
|
|
|
January 2022 |
|
74,502,906.52 |
|
|
|
February 2022 |
|
73,348,507.12 |
|
|
|
March 2022 |
|
72,211,385.36 |
|
|
|
April 2022 |
|
71,091,287.09 |
|
|
|
May 2022 |
|
69,987,961.89 |
|
|
|
June 2022 |
|
68,901,162.97 |
|
|
|
July 2022 |
|
67,830,647.15 |
|
|
|
August 2022 |
|
66,776,174.79 |
|
|
|
September 2022 |
|
65,737,509.76 |
|
|
|
October 2022 |
|
64,714,419.34 |
|
|
|
November 2022 |
|
63,706,674.23 |
|
|
|
December 2022 |
|
62,714,048.47 |
|
|
|
January 2023 |
|
61,736,319.40 |
|
|
|
February 2023 |
|
60,773,267.58 |
|
|
|
March 2023 |
|
59,824,676.81 |
|
|
|
April 2023 |
|
58,890,334.02 |
|
|
|
May 2023 |
|
57,970,029.25 |
|
|
|
June 2023 |
|
57,063,555.60 |
|
|
|
July 2023 |
|
56,170,709.22 |
|
|
|
August 2023 |
|
55,291,289.19 |
|
|
|
September 2023 |
|
54,425,097.55 |
|
|
|
October 2023 |
|
53,571,939.22 |
|
|
|
November 2023 |
|
52,731,621.97 |
|
|
|
Distribution Date: |
|
Aggregate Principal Balance ($): |
| |
|
|
|
|
| |
|
December 2023 |
|
51,903,956.38 |
|
|
|
January 2024 |
|
51,088,755.79 |
|
|
|
February 2024 |
|
50,285,836.26 |
|
|
|
March 2024 |
|
49,495,016.55 |
|
|
|
April 2024 |
|
48,716,118.06 |
|
|
|
May 2024 |
|
47,948,964.79 |
|
|
|
June 2024 |
|
47,193,383.31 |
|
|
|
July 2024 |
|
46,449,202.74 |
|
|
|
August 2024 |
|
45,716,254.69 |
|
|
|
September 2024 |
|
44,994,373.22 |
|
|
|
October 2024 |
|
44,283,394.82 |
|
|
|
November 2024 |
|
43,583,158.36 |
|
|
|
December 2024 |
|
42,893,505.10 |
|
|
|
January 2025 |
|
42,214,278.57 |
|
|
|
February 2025 |
|
41,545,324.61 |
|
|
|
March 2025 |
|
40,886,491.33 |
|
|
|
April 2025 |
|
40,237,629.03 |
|
|
|
May 2025 |
|
39,598,590.21 |
|
|
|
June 2025 |
|
38,969,229.54 |
|
|
|
July 2025 |
|
38,349,403.80 |
|
|
|
August 2025 |
|
37,738,971.87 |
|
|
|
September 2025 |
|
37,137,794.68 |
|
|
|
October 2025 |
|
36,545,735.21 |
|
|
|
November 2025 |
|
35,962,658.44 |
|
|
|
December 2025 |
|
35,388,431.33 |
|
|
|
January 2026 |
|
34,822,922.78 |
|
|
|
February 2026 |
|
34,266,003.60 |
|
|
|
March 2026 |
|
33,717,546.51 |
|
|
|
April 2026 |
|
33,177,426.08 |
|
|
|
May 2026 |
|
32,645,518.70 |
|
|
|
June 2026 |
|
32,121,702.62 |
|
|
|
July 2026 |
|
31,605,857.81 |
|
|
|
August 2026 |
|
31,097,866.03 |
|
|
|
September 2026 |
|
30,597,610.78 |
|
|
|
October 2026 |
|
30,104,977.25 |
|
|
|
November 2026 |
|
29,619,852.31 |
|
|
|
December 2026 |
|
29,142,124.50 |
|
|
|
January 2027 |
|
28,671,683.97 |
|
|
|
February 2027 |
|
28,208,422.50 |
|
|
|
March 2027 |
|
27,752,233.45 |
|
|
|
April 2027 |
|
27,303,011.74 |
|
|
|
May 2027 |
|
26,860,653.83 |
|
|
|
June 2027 |
|
26,425,057.70 |
|
|
|
July 2027 |
|
25,996,122.82 |
|
|
|
August 2027 |
|
25,573,750.14 |
|
|
|
Distribution Date: |
|
Aggregate Principal Balance ($): |
| |
|
|
|
|
| |
|
September 2027 |
|
25,157,842.06 |
|
|
|
October 2027 |
|
24,748,302.41 |
|
|
|
November 2027 |
|
24,345,036.42 |
|
|
|
December 2027 |
|
23,947,950.74 |
|
|
|
January 2028 |
|
23,556,953.35 |
|
|
|
February 2028 |
|
23,171,953.61 |
|
|
|
March 2028 |
|
22,792,862.19 |
|
|
|
April 2028 |
|
22,419,591.09 |
|
|
|
May 2028 |
|
22,052,053.58 |
|
|
|
June 2028 |
|
21,690,164.22 |
|
|
|
July 2028 |
|
21,333,838.81 |
|
|
|
August 2028 |
|
20,982,994.40 |
|
|
|
September 2028 |
|
20,637,549.24 |
|
|
|
October 2028 |
|
20,297,422.81 |
|
|
|
November 2028 |
|
19,962,535.73 |
|
|
|
December 2028 |
|
19,632,809.83 |
|
|
|
January 2029 |
|
19,308,168.05 |
|
|
|
February 2029 |
|
18,988,534.49 |
|
|
|
March 2029 |
|
18,673,834.34 |
|
|
|
April 2029 |
|
18,363,993.92 |
|
|
|
May 2029 |
|
18,058,940.61 |
|
|
|
June 2029 |
|
17,758,602.87 |
|
|
|
July 2029 |
|
17,462,910.18 |
|
|
|
August 2029 |
|
17,171,793.11 |
|
|
|
September 2029 |
|
16,885,183.20 |
|
|
|
October 2029 |
|
16,603,013.04 |
|
|
|
November 2029 |
|
16,325,216.17 |
|
|
|
December 2029 |
|
16,051,727.13 |
|
|
|
January 2030 |
|
15,782,481.44 |
|
|
|
February 2030 |
|
15,517,415.52 |
|
|
|
March 2030 |
|
15,256,466.78 |
|
|
|
April 2030 |
|
14,999,573.51 |
|
|
|
May 2030 |
|
14,746,674.93 |
|
|
|
June 2030 |
|
14,497,711.15 |
|
|
|
July 2030 |
|
14,252,623.16 |
|
|
|
August 2030 |
|
14,011,352.81 |
|
|
|
September 2030 |
|
13,773,842.83 |
|
|
|
October 2030 |
|
13,540,036.76 |
|
|
|
November 2030 |
|
13,309,879.01 |
|
|
|
December 2030 |
|
13,083,314.78 |
|
|
|
January 2031 |
|
12,860,290.08 |
|
|
|
February 2031 |
|
12,640,751.74 |
|
|
|
March 2031 |
|
12,424,647.34 |
|
|
|
April 2031 |
|
12,211,925.26 |
|
|
|
May 2031 |
|
12,002,534.63 |
|
|
|
Distribution Date: |
|
Aggregate Principal Balance ($): |
| |
|
|
|
|
| |
|
June 2031 |
|
11,796,425.32 |
|
|
|
July 2031 |
|
11,593,547.96 |
|
|
|
August 2031 |
|
11,393,853.90 |
|
|
|
September 2031 |
|
11,197,295.19 |
|
|
|
October 2031 |
|
11,003,824.62 |
|
|
|
November 2031 |
|
10,813,395.65 |
|
|
|
December 2031 |
|
10,625,962.44 |
|
|
|
January 2032 |
|
10,441,479.82 |
|
|
|
February 2032 |
|
10,259,903.29 |
|
|
|
March 2032 |
|
10,081,189.02 |
|
|
|
April 2032 |
|
9,905,293.80 |
|
|
|
May 2032 |
|
9,732,175.07 |
|
|
|
June 2032 |
|
9,561,790.92 |
|
|
|
July 2032 |
|
9,394,100.02 |
|
|
|
August 2032 |
|
9,229,061.69 |
|
|
|
September 2032 |
|
9,066,635.83 |
|
|
|
October 2032 |
|
8,906,782.92 |
|
|
|
November 2032 |
|
8,749,464.06 |
|
|
|
December 2032 |
|
8,594,640.89 |
|
|
|
January 2033 |
|
8,442,275.64 |
|
|
|
February 2033 |
|
8,292,331.09 |
|
|
|
March 2033 |
|
8,144,770.58 |
|
|
|
April 2033 |
|
7,999,557.98 |
|
|
|
May 2033 |
|
7,856,657.70 |
|
|
|
June 2033 |
|
7,716,034.67 |
|
|
|
July 2033 |
|
7,577,654.35 |
|
|
|
August 2033 |
|
7,441,482.71 |
|
|
|
September 2033 |
|
7,307,486.23 |
|
|
|
October 2033 |
|
7,175,631.86 |
|
|
|
November 2033 |
|
7,045,887.07 |
|
|
|
December 2033 |
|
6,918,219.79 |
|
|
|
January 2034 |
|
6,792,598.45 |
|
|
|
February 2034 |
|
6,668,991.93 |
|
|
|
March 2034 |
|
6,547,369.56 |
|
|
|
April 2034 |
|
6,427,701.16 |
|
|
|
May 2034 |
|
6,309,956.96 |
|
|
|
June 2034 |
|
6,194,107.66 |
|
|
|
July 2034 |
|
6,080,124.39 |
|
|
|
August 2034 |
|
5,967,978.69 |
|
|
|
September 2034 |
|
5,857,642.54 |
|
|
|
October 2034 |
|
5,749,088.33 |
|
|
|
November 2034 |
|
5,642,288.86 |
|
|
|
December 2034 |
|
5,537,217.35 |
|
|
|
January 2035 |
|
5,433,847.38 |
|
|
|
February 2035 |
|
5,332,152.97 |
|
|
|
Distribution Date: |
|
Aggregate Principal Balance ($): |
| |
|
|
|
|
| |
|
March 2035 |
|
5,232,108.48 |
|
|
|
April 2035 |
|
5,133,688.69 |
|
|
|
May 2035 |
|
5,036,868.74 |
|
|
|
June 2035 |
|
4,941,624.12 |
|
|
|
July 2035 |
|
4,847,930.72 |
|
|
|
August 2035 |
|
4,755,764.77 |
|
|
|
September 2035 |
|
4,665,102.85 |
|
|
|
October 2035 |
|
4,575,921.90 |
|
|
|
November 2035 |
|
4,488,199.19 |
|
|
|
December 2035 |
|
4,401,912.34 |
|
|
|
January 2036 |
|
4,317,039.30 |
|
|
|
February 2036 |
|
4,233,558.35 |
|
|
|
March 2036 |
|
4,151,448.09 |
|
|
|
April 2036 |
|
4,070,687.45 |
|
|
|
May 2036 |
|
3,991,255.65 |
|
|
|
June 2036 |
|
3,913,132.25 |
|
|
|
July 2036 |
|
3,836,297.08 |
|
|
|
August 2036 |
|
3,760,730.32 |
|
|
|
September 2036 |
|
3,686,412.39 |
|
|
|
October 2036 |
|
3,613,324.04 |
|
|
|
November 2036 |
|
3,541,446.30 |
|
|
|
December 2036 |
|
0.00 |
|
|
EXHIBIT Y
CERTIFICATE INSURANCE POLICY
Y-1
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
|
Attached to and forming part of |
Effective Date of Endorsement: |
Deutsche Bank National Trust Company
as Trustee for the Holders of
HarborView Mortgage Loan Trust, Mortgage
Loan Pass-Through Certificates, Series 2006-9,
Class 2A-1C2 Certificates.
For all purposes of this Policy, the following terms shall have the following meanings:
“Agreement” shall mean, for purposes of the Policy, the Pooling Agreement.
“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of California, the State of New York or the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to be closed.
“Certificate Insurer” shall mean Ambac Assurance Corporation, or any successor thereto, as issuer of this Policy.
“Class 2A-1C2 Certificates” shall mean HarborView Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-9, Class 2A-1C2 Certificates, substantially in the form set forth in Exhibit A to the Agreement.
“Deficiency Amount” shall mean (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 net of any net interest shortfalls, Basis Risk Shortfalls or net deferred interest over the amount of Available Funds to 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 Policy) and (b) for the Final Distribution Date, the sum of (x) the amount set forth in clause (a)(1) above and (y) the 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 Policy on that Distribution Date.
“Distribution Date”: The 19th day of any month, or if such 19th day is not a Business Day, the Business Day immediately following such 19th day, commencing in October 2006.
“Due for Payment” shall mean with respect to an Insured Amount, the Distribution Date on which Insured Amounts are due and payable pursuant to the terms of the Agreement.
“Final Distribution Date” shall mean the Distribution Date occurring in December 2037.
“First Distribution Date” shall mean October 19, 2006.
“Holder” shall mean the registered owner or beneficial owner of an Insured Certificate, but shall not include the Trustee, the Seller, the Depositor, or any of their respective affiliates; Greenwich Capital Markets, Inc., however, may be a Holder.
“Insured Amounts” shall mean, with respect to any Distribution Date, the Deficiency Amount for such Distribution Date.
“Insured Certificates” shall mean the Class 2A-1C2 Certificates.
“Insured Payments” shall mean, with respect to any Distribution Date, the aggregate amount actually paid by the Certificate Insurer to the Trustee in respect of (i) Insured Amounts for a Distribution Date and (ii) Preference Amounts for any given Business Day.
“Late Payment Rate” shall mean for any Distribution Date, the lesser of (i) the greater of (a) the rate of interest, as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) plus 2% and (b) the then applicable highest rate of interest on the Insured Certificates and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.
“Nonpayment” shall mean, with respect to any Distribution Date, an Insured Amount is Due for Payment but has not been paid pursuant to the Agreement.
“Notice” shall mean the telephonic or telegraphic notice, promptly confirmed in writing by facsimile substantially in the form of Exhibit A to this Policy, from the Trustee specifying the Insured Amount or Preference Amount which shall be due and owing on the applicable Distribution Date.
“Policy” shall mean the Certificate Guaranty Insurance Policy together with each and every endorsement thereto.
“Pooling Agreement” shall mean the Pooling and Servicing Agreement, dated September 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee, as such agreement may be amended, modified or supplemented from time to time.
“Preference Amount” shall mean any payment of principal or interest on an Insured Certificate which has become Due for Payment and which is made to a Holder by or on behalf of the Trust, which has been deemed a preferential transfer and was previously recovered from the Holder pursuant to the United States Bankruptcy Code in accordance with a final, non-appealable order of a court of competent jurisdiction.
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“Premium” shall mean the amount payable to the Certificate Insurer on each Distribution Date calculated at the Premium Percentage.
“Premium Percentage” shall mean 0.08% per annum.
“Reimbursement Amount” shall mean, as to any Distribution Date, the sum of (x) (i) all Insured Payments paid by the Certificate Insurer, but for which the Certificate Insurer has not been reimbursed prior to such Distribution Date pursuant to Section 5.01 of the Agreement, plus (ii) interest accrued on such Insured Payments not previously repaid, calculated at the related Late Payment Rate from the date the Trustee received the related Insured Payments or the date such Insured Payments were made, and (y) without duplication (i) any amounts then due and owing to the Certificate Insurer under the Agreement, as certified to the Trustee by the Certificate Insurer plus (ii) interest on such amounts at the related Late Payment Rate.
“Trustee” shall mean Deutsche Bank National Trust Company or its successor-in-interest, in its capacity as Trustee under the Agreement, or if any successor trustee shall be appointed as provided therein, then “Trustee” shall also mean such successor trustee, as the case may be, subject to the provisions thereof.
Capitalized terms used herein as defined terms and not otherwise defined herein shall have the meaning assigned to them in the Agreement, without regard to any amendment or modification thereof, unless such amendment or modification has been approved in writing by the Certificate Insurer.
Notwithstanding any other provision of the Policy, the Certificate Insurer will pay any Insured Amount payable hereunder no later than 12:00 noon, New York City time, on the later of (i) the Distribution Date on which the related Insured Amount is Due for Payment and (ii) the second Business Day following receipt in New York, New York on a Business Day by the Certificate Insurer of a Notice; provided that, if such Notice is received after 12:00 noon, New York City time, on such Business Day, it shall be deemed to be received on the following Business Day. If any such Notice is not in proper form or is otherwise insufficient for the purpose of making a claim under the Policy, it shall be deemed not to have been received for purposes of this paragraph, and the Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended or corrected Notice.
The Certificate Insurer shall pay any Preference Amount when due to be paid pursuant to the Order referred to below, but in any event no earlier than the third Business Day following receipt by the Certificate Insurer of (i) a certified copy of a final, non-appealable order of a court or other body exercising jurisdiction in such insolvency proceeding to the effect that the Trustee or Holder, as applicable, is required to return such Preference Amount paid during the term of this Policy because such payments were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Trustee or Holder (the “Order”), (ii) a notice by or on behalf of the Trustee or Holder that the Order has been entered and is not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Certificate Insurer, duly executed and delivered by the Trustee or Holder, as applicable, irrevocably assigning to the Certificate Insurer all rights and claims of the Trustee or Holder relating to or arising under the Agreement against the estate of the Trust or otherwise with respect to such Preference Amount and (iv) a Notice (in the form attached hereto as Exhibit A) appropriately completed and executed by the Trustee; provided, that if such documents are received after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day; provided, further, that the Certificate Insurer shall not be obligated to make any payment in respect of any Preference Amount representing a payment of principal on the Insured Certificates prior to the time the Certificate Insurer would have been required to make a payment in respect of such principal pursuant to the first paragraph of the Policy. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, and not to the Holder directly, unless the Holder has made a payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case the Certificate Insurer will pay the Holder, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii) and (iv) above to the Certificate Insurer and (b) evidence satisfactory to the Certificate Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order.
3
The Certificate Insurer shall be subrogated to the rights of each Holder to the extent of any payment by the Certificate Insurer under the Policy.
The Certificate Insurer hereby agrees that if it shall be subrogated to the rights of Holders by virtue of any payment under this Policy, no recovery of such payment will occur unless the full amount of the Holders’ allocable distributions for such Distribution Date can be made. In so doing, the Certificate Insurer does not waive its rights to seek full payment of all Reimbursement Amounts owed to it hereunder or under the Agreement.
The Policy does not cover Basis Risk Shortfalls, Deferred Interest, Net Deferred Interest or Net Interest Shortfalls allocated to the Insured Certificates, nor does the Policy guarantee to the Holders of the Insured Certificates any particular rate of principal payment. In addition, the Policy does not cover shortfalls, if any, attributable to the liability of the Trust, any REMIC or the Trustee for withholding taxes, if any, (including interest and penalties in respect of any liability for withholding taxes) nor any risk other than Nonpayment, including the failure of the Trustee or Paying Agent to make any payment required under the Agreement to the Holders of the Insured Certificates. The Policy will not cover any reduction in the amount of current interest payable to the holders of the Insured Certificates on any Distribution Date due to the pass-through rate for the Insured Certificates exceeding the adjusted cap rate for the Insured Certificates on such Distribution Date.
The terms and provisions of the Agreement constitute the instrument of assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy on each Distribution Date as provided in Section 5.01 of the Agreement, beginning with the First Distribution Date, in an amount equal to the Premium.
IN THE EVENT THAT AMBAC ASSURANCE CORPORATION WERE TO BECOME INSOLVENT, ANY CLAIMS ARISING UNDER THE POLICY WOULD BE EXCLUDED FROM COVERAGE BY THE CALIFORNIA INSURANCE GUARANTY ASSOCIATION.
4
Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Policy other than as above stated.
To the extent the provisions of this endorsement conflict with the provisions in the above-mentioned Policy, the provisions of this endorsement shall govern.
The Policy and the obligations of the Certificate Insurer thereunder will terminate without any action on the part of the Certificate Insurer or any other person on the date that is one year and one day following the earlier to occur of (i) the date on which all amounts required to be paid on the Insured Certificates have been paid in full and (ii) the Final Distribution Date. Upon termination of the Policy, the Trustee shall deliver the original of the Policy to the Certificate Insurer.
No person other than the Trustee shall be entitled to present the Notice.
No waiver of any rights or powers of the Certificate Insurer, the Holders or the Trustee or consent by any of them shall be valid unless signed by an authorized officer or agent thereof.
This Policy is issued under and pursuant to, and shall be construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof.
The Certificate Insurer’s obligations under the Policy will be discharged to the extent that funds are received by the Trustee for payment to the holders of the Insured Certificates whether or not those funds are properly paid by the Trustee. Payments of Insured Amounts will be made only at the time set forth in the Policy, and no accelerated payments of Insured Amounts will be made regardless of any acceleration of the Insured Certificates, unless the acceleration is at the sole option of the Certificate Insurer.
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IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this endorsement to the Policy to be signed by its duly authorized officers
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Assistant Secretary |
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Managing Director | |
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB1037BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS AND PREFERENCE AMOUNTS
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Date: [ ] |
Ambac Assurance Corporation
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB1037BE (the “Policy”) issued by Ambac Assurance Corporation (“Ambac”). Terms capitalized herein and not otherwise defined shall have the meanings specified in the Policy and the Agreement, dated as of August 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Deutsche Bank National Trust Company, as Trustee, as the case may be, unless the context otherwise requires.
The Trustee hereby certifies as follows:
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The Trustee is the Trustee under the Agreement for the Holders. |
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The relevant Distribution Date is [date]. |
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Payment on the Insured Certificates in respect of the Distribution Date is due to be received on _________________________ under the Agreement in an amount equal to $_________. |
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[There is an Insured Amount of $______________ in respect of the Class Class 2A-1C2 Certificates, which amount is Due for Payment pursuant to the terms of the Agreement.] |
[There is a Preference Amount of $______________ in respect of the Class 2A-1C2 Certificates, which is due and payable pursuant to the terms of the Agreement.]
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The Trustee has not heretofore made a demand for the [Insured Amount] [Preference Amount] in respect of the Distribution Date. |
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The Trustee hereby requests the payment of the [Insured Amount that is Due For Payment] [Preference Amount] be made by Ambac under the Policy and directs that payment under the Policy be made to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy to: ______________________________ (Trustee’s account number). |
A-1
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The Trustee hereby agrees that, following receipt of the [Insured Amount] [Preference Amount] from Ambac, it shall (a) hold such amounts in trust and apply the same directly to the distribution of payment on the Class 2A-1B Certificates when due; (b) not apply such funds for any other purpose; (c) deposit such funds to the Policy Account and not commingle such funds with other funds held by Trustee and (d) maintain an accurate record of such payments with respect to each certificate and the corresponding claim on the Policy and proceeds thereof. |
For your protection California law requires the following to appear on this form:
Any person who knowingly presents a false or fraudulent claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison.
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By: |
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Trustee |
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Title: |
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(Officer) |
A-2
GREENWICH CAPITAL MARKETS, INC.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
October 4, 2006
Ambac Assurance Corporation
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter will confirm the understanding between Greenwich Capital Markets, Inc. (the “Company”) and Ambac Assurance Corporation (“Ambac”) regarding certain matters relating to Ambac’s issuance of a certificate guaranty insurance policy (the “Policy”) in connection with the Company’s HarborView Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-9, approximately $166,727,000 initial Principal Balance, Class 2A-1C2 Certificates, (the “Guaranteed Certificates”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the prospectus supplement, dated October 3, 2006 (the “Prospectus Supplement”).
1. The Policy will provide for the full and complete payment (a) on each Distribution Date the sum of (i) the excess, if any, of the Monthly Interest Distributable Amount for the Guaranteed Certificates on such Distribution Date, but excluding therefrom any Basis Risk Shortfalls, net deferred interest or net interest shortfalls allocable to the Guaranteed Certificates on such Distribution Date over the amount of Available Funds available to pay such net amount on the Guaranteed Certificates on such Distribution Date and (ii) the amount of any Realized Losses allocable to the Guaranteed 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 Policy) and (b) for the Distribution Date occuring in December 2037 the Certificate Principal Balance of the Guaranteed Certificates to the extent unpaid on such Distribution Date after taking into account all distributions to be made on such date from sources other than the Policy.
2. Ambac will be entitled to be subrogated to the rights of the holders of the Guaranteed Certificates with respect to the amounts for which Ambac has made a payment under the Policy and shall be entitled to reimbursement of any payment made under the Policy in accordance with the priorities set forth in Section 5.01 of the Pooling and Servicing Agreement (as defined below) in an amount equal to the amount of such payments, together with interest on any and all remaining unreimbursed payments at the Late Payment Rate (as defined in the Policy). Ambac shall also be entitled to the assignment of the holders’ rights in conjunction with such payments. Ambac will be entitled to no other amounts either from the Company or holders of the Guaranteed Certificates with respect to payments made under the Policy.
3. Prior to printing the Prospectus Supplement to be used in connection with the offering of the Guaranteed Certificates, Ambac, the Company, Greenwich Capital Financial Products, Inc. and Greenwich Capital Acceptance, Inc. will execute an Indemnification Agreement substantially in the form of Attachment A hereto (the “Indemnification Agreement”). The Company will not be obligated to execute any other agreement with Ambac in connection with the issuance of the Policy, nor provide Ambac with any information, opinions or other documentation not required by this letter, the Pooling Agreement or the Indemnification Agreement (collectively, the “Agreements”).
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Ambac Assurance Corporation |
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September 30, 2005 |
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Page 2 |
4. The Pooling and Servicing Agreement, to be dated as of September 1, 2006 (the “Pooling Agreement”) pursuant to which the Certificates are issued will contain provisions (i) setting forth the mechanism by which Deutsche Bank National Trust Company, as Trustee, will make draws on the Policy, (ii) setting forth the mechanism for the surrender of the Policy upon payment in full of the Guaranteed Certificates, (iii) providing for Ambac’s right to receive the statement sent each Distribution Date to the holders of the Guaranteed Certificates and providing for Ambac’s right to receive from the Trustee, any other reports or statements provided under the Servicing Agreement (as defined in the Pooling Agreement) from Countrywide Home Loans Servicing L.P. to the Trustee, (iv) providing that the Servicer shall designate an officer who shall be available to Ambac to provide reasonable access to information regarding the Mortgage Loans, (v) providing for the subrogation of Ambac to the rights of the holders of the Guaranteed Certificates for payments made by Ambac on the Policy and the assignment to Ambac of the holders’ rights in conjunction with such payment, (vi) providing for the payment of Ambac’s monthly premium in arrears from the trust estate in an amount equal to the product of (1) the product of (a) 8 basis points (0.08%) per annum and (b) a fraction, expressed as a percentage, the numerator of which is the actual number of days elapsed since the prior Distribution Date (for the first Distribution Date, from the Closing Date) and the denominator of which is 360 (the “Monthly Premium Rate”) and (2) the principal balance of the Guaranteed Certificates immediately prior to such Distribution Date and (vii) providing that any amendment which may adversely effect Ambac will require the prior consent of Ambac. It shall be a condition to the issuance of the Policy that the provisions of the Agreements relating to the above matters shall be satisfactory to Ambac. Ambac shall not unreasonably request any other changes to the Agreements as a condition to Ambac’s issuance of the Policy.
5. Ambac will provide to the Company an opinion of counsel, dated October 4, 2006, which may be an opinion of in-house counsel to Ambac, substantially in the form attached as Attachment B hereto.
6. The Company shall not be obligated to place Ambac’s name or logo on the front cover of the Prospectus Supplement and shall not put Ambac’s logo on the front cover without the prior consent of Ambac.
7. The Company shall not be personally responsible for paying any premium for the Policy (such payments to be made solely pursuant to the provisions of the Pooling Agreement referred to in paragraph 4 above), nor any other fees or expenses of Ambac, including any fees or expenses of counsel or accountants for Ambac, incurred in connection with the issuance of the Policy; provided, however, that it is a condition to the issuance of the Policy that Ambac shall be paid $25,800 for expenses in respect of the Policy at the closing in cash or available funds (which amounts due Ambac shall not be satisfied from any amounts paid Ambac in respect of any other financial guaranty insurance policy). Such payment of expenses will be made by the Company.
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Ambac Assurance Corporation |
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September 30, 2005 |
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Page 3 |
8. It shall be a condition to the issuance of the Policy that Ambac shall have received oral confirmation from the rating agencies that the Guaranteed Certificates would have been rated “AAA” by Standard and Poor’s Ratings Service, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies (“S&P”) and “Aaa” by ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), without the issuance of the Policy. Ambac will use its best efforts and shall be solely responsible for providing such documentation and other information to S&P and Moody’s and taking such other steps as are necessary to obtain the foregoing oral confirmation from S&P and Moody’s, without cost to the Company.
9. The Company is obligated to pay all rating agency fees of S&P and Moody’s.
10. Ambac shall be entitled to receive one complete set of closing documents.
11. It shall be a condition to the issuance of the Policy that the description of Ambac and the Policy set forth under the captions “The Certificate Insurer” and “Description of the Certificates - The Certificate Insurance Policy” in the Prospectus Supplement be satisfactory to Ambac; provided, however, that the execution by Ambac of the Indemnification Agreement shall mean such descriptions set forth under the captions “The Certificate Insurer” and “Description of the Certificates - The Certificate Insurance Policy” as they appear in the Prospectus Supplement are satisfactory to Ambac.
12. In the event that the Policy has not been issued by Ambac on or prior to October 4, 2006, as a result of the failure to occur of any condition to the issuance of the Policy, Ambac shall not be obligated to issue such Policy.
If the foregoing is in accordance with your understanding, please execute the enclosed copy of this letter and return it to ▇▇▇▇ ▇▇▇▇▇▇▇▇, Greenwich Capital Markets, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
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GREENWICH CAPITAL MARKETS, INC. | |
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Accepted and Agreed: |
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AMBAC ASSURANCE CORPORATION |
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