Prepared and filed by St Ives Financial

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.

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.



				[Transferee]

				By:

					Name:
					Title:

I-2-2

EXHIBIT J-1

FORM OF INVESTMENT LETTER [NON-RULE 144A]

[date]

Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Deutsche Bank National Trust Company

1761 East St. Andrew Place,

Santa Ana, CA 92705-4934

Attention: GC0605

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.

		Very truly yours,

		[NAME OF TRANSFEREE]

		By:

			Authorized Officer

J-1-2

EXHIBIT J-2

FORM OF RULE 144A INVESTMENT LETTER

[date]

Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Deutsche Bank National Trust Company

1761 East St. Andrew Place,

Santa Ana, CA 92705-4934

Attention: GC0605

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.

		Very truly yours,

		[NAME OF TRANSFEREE]

		By:

			Authorized Officer

J-2-2

ANNEX 1 TO EXHIBIT J-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:

i. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.

ii. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $________¹ in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.

___ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

___ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

___ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

___ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

¹	Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.

J-2-3

___ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.

___ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

___ Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

___ Small Business Investment Company. Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

___ Business Development Company. Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

iii. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.

iv. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

v. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.

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.



				Print Name of Buyer

			By:

				Name:
				Title:
			Date:

J-2-5

ANNEX 2 TO EXHIBIT J-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.

2. In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyer’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.

___ The Buyer owned $__________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

___ The Buyer is part of a Family of Investment Companies which owned in the aggregate $__________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3. The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

J-2-6

5. The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Certificate to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.

6. Until the date of purchase of the Certificates, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.



		Print Name of Buyer or Adviser


		By:

			Name: Title:

			IF AN ADVISER:


			Print Name of Buyer

		Date:

J-2-7

EXHIBIT K

FORM OF TRANSFEROR CERTIFICATE

[date]

Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06380

Attention: Corporate Trust, HarborView Mortgage Loan Trust 2006-9

Deutsche Bank National Trust Company

One Federal Street

Boston, MA 02110

Re:

HarborView Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2006-9, Class R

Ladies and Gentlemen:

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

		Very truly yours,

		[_____________________]

		By:

K-1

EXHIBIT L

TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATE

PURSUANT TO SECTION 6.02(e)

HARBORVIEW MORTGAGE LOAN TRUST

MORTGAGE LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-9,

CLASS R

STATE OF	)
	)	ss:
COUNTY OF	)

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

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.

2.	The Transferee is, as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership Interest for its own account and not in a capacity as trustee, nominee or agent for another party.

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.

The Transferee has been advised of, and understands that a tax may be imposed on a “pass-through entity” holding the Certificate if, at any time during the taxable year of the pass-through entity, a Disqualified Organization is the record holder of an interest in such entity. The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is not a Disqualified Organization and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.)

L-1

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.

The Transferee agrees to require a Transfer Affidavit from any Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and the Transferee will not Transfer its Ownership Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted Transferee. In connection with any such Transfer by the Transferee, the Transferee agrees to deliver to the Trustee a certificate substantially in the form set forth as Exhibit K to the Agreement (a “Transferor Certificate”).

7.	The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate.

8.	The Transferee’s taxpayer identification number is __________.

The Transferee is aware that the Certificate may be a “noneconomic residual interest” within the meaning of the REMIC provisions and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.

L-2

IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this ______ day of ________________, 20__.

		[NAME OF TRANSFEREE]

		By:

			Name: Title:

[Corporate Seal]
ATTEST:



[Assistant] Secretary

Personally appeared before me the above-named _________________, known or proved to me to be the same person who executed the foregoing instrument and to be the _____________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee.

Subscribed and sworn before me this _______ day of _________, 20__.



			NOTARY PUBLIC

			My Commission expires the ____ day of ______________, 20__.

L-3

EXHIBIT M

FORM OF BACK-UP CERTIFICATION

Greenwich Capital Acceptance, Inc.

600 Steamboat Road

Greenwich, Connecticut 06380

Attention: Corporate Trust, HarborView Mortgage Loan Trust 2006-9

Deutsche Bank National Trust Company

One Federal Street

Boston, MA 02110

Re:

HarborView Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2006-9,

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)]


Date:




[Signature] [Title]

M-2

EXHIBIT N

LIST OF SERVICERS AND SERVICING AGREEMENTS

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

Certificate Insurer		Ambac Assurance Corporation
Custodian		The Bank of New York
Depositor		Greenwich Capital Acceptance, Inc.
Originator		Countrywide Home Loans, Inc.
Servicer		Countrywide Home Loans Servicing LP
Sponsor and Seller		Greenwich Capital Financial Products, Inc.
Trustee		Deutsche Bank National Trust Company
Yield Maintenance Provider		The Bank of New York

O-1

EXHIBIT P

FORM OF TRUSTEE CERTIFICATE

Re:

HarborView Mortgage Loan Trust (the “Trust”)
Mortgage Loan Pass-Through Certificates, Series 2006-9

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.

		Deutsche Bank National Trust Company, as Trustee

		By:

		[Name] [Title] [Date]

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:”

Servicing Criteria		Applicable Servicing Criteria for Deutsche Bank

Reference	Criteria

	General Servicing Considerations

1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X

1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X

1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

	Cash Collection and Administration

1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X

1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X

1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X

1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X

1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

Q-1

Servicing Criteria		Applicable Servicing Criteria for Deutsche Bank

Reference	Criteria

1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X

	Investor Remittances and Reporting

1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.	X

1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X

1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X

1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X

	Pool Asset Administration

1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	X

1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	X

1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X

1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.

1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

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Servicing Criteria		Applicable Servicing Criteria for Deutsche Bank

Reference	Criteria

1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.

1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.

1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	X

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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.

Form	Item	Description		Responsible Party
10-D	Must be filed within 15 days of the Distribution Date.
	1	Distribution and Pool Performance Information
		Item 1121(a) – Distribution and Pool Performance Information
		(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period.	5.04 statement
		(2) Cash flows received and the sources thereof for distributions, fees and expenses.	5.04 statement
		(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:	5.04 statement
		(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
		(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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		(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
		(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.	5.04 statement
		(4) Beginning and ending principal balances of the asset-backed securities.	5.04 statement
		(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
		(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.	5.04 statement
		(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
		(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 Updated pool composition information fields to be as specified by Depositor from time to time.
		(9) Delinquency and loss information for the period. In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets.	5.04 statement Form 10-D report: Depositor

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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
		(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: Servicer
		(12) Material breaches of pool asset representations or warranties or transaction covenants.	Form 10-D report: Servicer
		(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
		(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool, [information regarding] any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.	Form 10-D report: Depositor Form 10-D report: Depositor Form 10-D report: Depositor
		Item 1121(b) – Pre-Funding or Revolving Period Information Updated pool information as required under Item 1121(b).	Depositor

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2	Legal Proceedings
	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: Seller Depositor Trustee Issuing entity Servicer Master Servicer Originator Custodian	Seller Depositor Trustee Depositor Servicer Master Servicer Originator Custodian
3	Sales of Securities and Use of Proceeds
	Information from Item 2(a) of Part II of Form 10-Q: With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered.	Depositor
4	Defaults Upon Senior Securities
	Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)	N/A
5	Submission of Matters to a Vote of Security Holders
	Information from Item 4 of Part II of Form 10-Q	Trustee
6	Significant Obligors of Pool Assets
	Item 1112(b) – Significant Obligor Financial Information*	N/A
	*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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	7	Significant Enhancement Provider Information
		Item 1114(b)(2) – Credit Enhancement Provider Financial Information* Determining applicable disclosure threshold Obtaining required financial information or effecting incorporation by reference	N/A N/A
		Item 1115(b) – Derivative Counterparty Financial Information* Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference	N/A N/A Depositor
		*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.
	8	Other Information
	8	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
	9	Exhibits
		Distribution report	Trustee
		Exhibits required by Item 601 of Regulation S-K, such as material agreements	Depositor
8-K	Must be filed within four business days of an event reportable on Form 8-K.
	1.01	Entry into a Material Definitive Agreement
	1.01	Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required a to definite agreements that are fully disclosed in the prospectus.	Depositor

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1.02	Termination of a Material Definitive Agreement
1.02	Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement.	Depositor
1.03	Bankruptcy or Receivership
1.03	Disclosure is required regarding the bankruptcy or receivership, if known to the Depositor, Servicer or Trustee, with respect to any of the following: Sponsor (Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provider, Custodian	Depositor/Servicer/Trustee
2.04	Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
2.04	Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the 5.04 statement.	N/A
3.03	Material Modification to Rights of Security Holders
3.03	Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement	Party requesting material modification
5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.03	Disclosure is required of any amendment “to the governing documents of the issuing entity”	Depositor

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5.06	Change in Shell Company Status
5.06	[Not applicable to ABS Issuers]	Depositor
6.01	ABS Informational and Computational Material
6.01	[Not included in reports to be filed under Section 4.07]	Depositor
6.02	Change of Master Servicer or Trustee
6.02	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
6.03	Change in Credit Enhancement or Other External Support
6.03	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
6.04	Failure to Make a Required Distribution	Trustee
6.05	Securities Act Updating Disclosure
	If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.	Depositor
	If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	Depositor

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	7.01	Regulation FD Disclosure	Depositor
	8.01	Other Events
	8.01	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
	9.01	Financial Statements and Exhibits	The Responsible Party applicable to reportable event
10-K	Must be filed within 90 days of the fiscal year end for the registrant.
	9B	Other Information
	9B	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
	15	Exhibits and Financial Statement Schedules
		Item 1112(b) – Significant Obligor Financial Information	N/A
		Item 1114(b)(2) – Credit Enhancement Provider Financial Information Determining applicable disclosure threshold Obtaining required financial information or effecting incorporating by reference	N/A N/A
		Item 1115(b) – Derivative Counterparty Financial Information Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference	N/A N/A Depositor
		Seller Depositor Trustee Issuing entity Servicer Master Servicer Originator Custodian	Seller Depositor Trustee Issuing entity Servicer Master Servicer Originator Custodian

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		Item 1119 – Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Seller Depositor Trustee Issuing entity Master Servicer Originator Custodian Credit Enhancer/Support Provider, if any Significant Obligor, if any	Seller Depositor Trustee (only with respect to affiliations and relationships with the sponsor, depositor or issuing entity) Issuing entity Master Servicer Originator Custodian Depositor Depositor
		Item 1122 – Assessment of Compliance with Servicing Criteria	Each Party participating in the servicing function
		Item 1123 – Servicer Compliance Statement	Master Servicer

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EXHIBIT S

[RESERVED]

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EXHIBIT T

[RESERVED]

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EXHIBIT U

ADDITIONAL DISCLOSURE NOTIFICATION

Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: GC0609, HarborView Mortgage Loan Trust 2006-9

Fax: (714) 656-2626

E-mail: DBSEC.Notification@DB.com

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: [____].

			[NAME OF PARTY] as [role]

			By:

				Name:
				Title:

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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:

(i)

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;

(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.

(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.

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.

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.

(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.

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.

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.

		DEUTSCHE BANK NATIONAL TRUST COMPANY
		not in its individual capacity but solely as Administrator under this Agreement

		By:

			Name:
			Title:

		By:

			Name:
			Title:

		DEUTSCHE BANK NATIONAL TRUST COMPANY
		not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement

		By:

			Name:
			Title:

		By:

			Name:
			Title:

		GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as majority holder of the Class C Certificates

		By:

			Name:
			Title:

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

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:	April 19, 2010

	Termination Date:	July 19, 2014, 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

	Floating Rate Payer Period End Dates:	The 19^th day of each month, beginning on May 19, 2010 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

	Floating Rate Payer Payment Dates:	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

Ref No. 38408

Page 3 of 20

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 McGraw-Hill Companies, Inc (“S&P”) and Moody’s 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:

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

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.

(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. 38408

Page 5 of 20

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 135160382.

(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.

Ref No. 38408

Page 6 of 20

Documents to be delivered. For the purpose of Section 4(a):

(a)

Tax forms, documents or certificates to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation

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 deliver document	Form/Document/ Certificate	Date by which to be delivered	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 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

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

32 Old Slip 15th Floor

New York, New York 10286

Attention: Steve Lawler

with a copy to:

The Bank of New York

Swaps and Derivative Products Group

32 Old Slip 16th Floor

New York, New York 10286

Attention: Andrew Schwartz

Tele: 212-804-5103

Fax: 212-804-5818/5837

(For all purposes)

Address for notices or communications to the Counterparty:

Deutsche Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705

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)

(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)

(i)

(j)

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)

(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)

(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.

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)

(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)

Ref No. 38409

Page 11 of 21

(iii)

(3)

Principal. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.

(h)

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.

Ratings Downgrade. For purposes of each Transaction:

(i) Certain Definitions.

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,

(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.

(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:

(y) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P.

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:

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.

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 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.

(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.

(c)

(d)

Ref No. 38409

Page 15 of 21

11)

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

32 Old Slip, 16^th Floor

New York, New York 10286

Attention: Renee Etheart

ABA #021000018

Account #890-0068-175

Reference: Interest Rate Swap

Payments to Counterparty:

Deutsche Bank Trust Company - Americas

ABA: 021001033

Bene Acct: 014-19-663

Bene Acct Name: NYLTD Funds Control - Stars West

Attn: Radha Nilakantan 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.

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,

THE BANK OF NEW YORK
By:

	Name: Title:

Ref No. 38409

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


By:

	Name: Title:

Ref No. 38409

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 (in USD)	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
Certificate Guaranty Insurance Policy #AB1037BE issued to:

Effective Date of Endorsement:
October 4, 2006

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.

“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.

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.

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.

IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this endorsement to the Policy to be signed by its duly authorized officers




Assistant Secretary				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

Date: [ ]

Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

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:

The Trustee is the Trustee under the Agreement for the Holders.

The relevant Distribution Date is [date].

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 $_________.

[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.]

The Trustee has not heretofore made a demand for the [Insured Amount] [Preference Amount] in respect of the Distribution Date.

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

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.

		By:

			Trustee
		Title:

			(Officer)

A-2

GREENWICH CAPITAL MARKETS, INC.

600 Steamboat Road

Greenwich, CT 06830

October 4, 2006

Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

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”).

Ambac Assurance Corporation
September 30, 2005		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.

Ambac Assurance Corporation
September 30, 2005		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 McGraw-Hill Companies (“S&P”) and “Aaa” by Moody’s 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 Vinu Phillips, Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, CT 06830.

		GREENWICH CAPITAL MARKETS, INC.
		By:

		Name:
		Title:

Accepted and Agreed:
AMBAC ASSURANCE CORPORATION
By:

Name:
Title:

		Page

ARTICLE I DEFINITIONS; DECLARATION OF TRUST		4

SECTION 1.01.	Defined Terms.	4
SECTION 1.02.	Accounting.	51

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES		52

SECTION 2.01.	Conveyance of Mortgage Loans.	52
SECTION 2.02.	Acceptance by Trustee.	56
SECTION 2.03.	Repurchase or Substitution of Mortgage Loans by the Originator and the Seller.	57
SECTION 2.04.	Representations and Warranties of the Seller with Respect to the Mortgage Loans.	61
SECTION 2.05.	[Reserved].	64
SECTION 2.06.	Representations and Warranties of the Depositor.	64
SECTION 2.07.	Issuance of Certificates.	65
SECTION 2.08.	Representations and Warranties of the Seller.	66
SECTION 2.09.	Covenants of the Seller.	68

ARTICLE III ADMINISTRATION OF THE MORTGAGE LOANS		68

SECTION 3.01.	Servicing of the Mortgage Loans.	68
SECTION 3.02.	REMIC-Related Covenants.	68
SECTION 3.03.	Release of Mortgage Files.	68
SECTION 3.04.	Assessments of Compliance and Attestation Reports.	69
SECTION 3.05.	Enforcement of Regulation AB Deliverables.	71
SECTION 3.06.	Sarbanes-Oxley Certification.	71
SECTION 3.07.	Reports Filed with Securities and Exchange Commission.	72
SECTION 3.08.	Additional Information.	78
SECTION 3.09.	Intention of the Parties and Interpretation.	78
SECTION 3.10.	Indemnification by the Trustee.	78
SECTION 3.11.	[Reserved].	79
SECTION 3.12.	Reporting Requirements of the Commission.	79

ARTICLE IV ACCOUNTS		79

SECTION 4.01.	Servicing Accounts.	79
SECTION 4.02.	Distribution Account.	81
SECTION 4.03.	Permitted Withdrawals and Transfers from the Distribution Account.	82
SECTION 4.04.	[Reserved].	84
SECTION 4.05.	Certificate Insurance Policy.	84

ARTICLE V FLOW OF FUNDS		87

SECTION 5.01.	Distributions.	87

SECTION 5.02.	Allocation of Net Deferred Interest.	95
SECTION 5.03.	Allocation of Realized Losses.	96
SECTION 5.04.	Statements.	97
SECTION 5.05.	Remittance Reports; Advances.	100
SECTION 5.06.	Compensating Interest Payments.	101
SECTION 5.07.	Basis Risk Reserve Fund.	101
SECTION 5.08.	Recoveries.	102
SECTION 5.09.	The Final Maturity Reserve Trust.	102
SECTION 5.10.	Yield Maintenance Agreement; Class 2A-1C2 Yield Maintenance Agreement.	103
SECTION 5.11.	Yield Maintenance Trust; Yield Maintenance Trust Account.	104
SECTION 5.12.	Yield Maintenance Account; Class 2A-1C2 Yield Maintenance Account.	105

ARTICLE VI THE CERTIFICATES		106

SECTION 6.01.	The Certificates.	106
SECTION 6.02.	Registration of Transfer and Exchange of Certificates.	107
SECTION 6.03.	Mutilated, Destroyed, Lost or Stolen Certificates.	115
SECTION 6.04.	Persons Deemed Owners.	116
SECTION 6.05.	Appointment of Paying Agent.	116

ARTICLE VII DEFAULT		116

SECTION 7.01.	Event of Default.	116
SECTION 7.02.	Trustee to Act.	117
SECTION 7.03.	Waiver of Event of Default.	118
SECTION 7.04.	Notification to Certificateholders.	118

ARTICLE VIII THE TRUSTEE		119

SECTION 8.01.	Duties of the Trustee.	119
SECTION 8.02.	Certain Matters Affecting the Trustee.	121
SECTION 8.03.	Trustee Not Liable for Certificates or Mortgage Loans.	122
SECTION 8.04.	Trustee and Custodian May Own Certificates.	123
SECTION 8.05.	Trustee’s Fees and Expenses.	123
SECTION 8.06.	Eligibility Requirements for Trustee.	123
SECTION 8.07.	Resignation or Removal of Trustee.	124
SECTION 8.08.	Successor Trustee.	125
SECTION 8.09.	Merger or Consolidation of Trustee.	125
SECTION 8.10.	Appointment of Co-Trustee or Separate Trustee.	126
SECTION 8.11.	Limitation of Liability.	127
SECTION 8.12.	Trustee May Enforce Claims Without Possession of Certificates.	127
SECTION 8.13.	Suits for Enforcement.	128
SECTION 8.14.	Waiver of Bond Requirement.	128
SECTION 8.15.	Waiver of Inventory, Accounting and Appraisal Requirement.	128
SECTION 8.16.	Appointment of Custodians.	128
SECTION 8.17.	Indemnification.	128
SECTION 8.18.	Limitation of Liability of Trustee and Administrator; Indemnification.	129

SECTION 8.19.	Administrator’s Fees and Expenses.	129
SECTION 8.20.	Resignation or Removal of the Administrator.	130
SECTION 8.21.	Closing Opinion of Counsel.	130

ARTICLE IX REMIC ADMINISTRATION		131

SECTION 9.01.	REMIC Administration.	131
SECTION 9.02.	Prohibited Transactions and Activities.	133

ARTICLE X TERMINATION		134

SECTION 10.01.	Termination.	134
SECTION 10.02.	Additional Termination Requirements.	137
SECTION 10.03.	NIMS Insurer Optional Repurchase Right of Distressed Mortgage Loans.	137

ARTICLE XI DISPOSITION OF TRUST FUND ASSETS		137

SECTION 11.01.	Disposition of Trust Fund Assets.	137

ARTICLE XII MISCELLANEOUS PROVISIONS		138

SECTION 12.01.	Amendment.	138
SECTION 12.02.	Recordation of Agreement; Counterparts.	139
SECTION 12.03.	Limitation on Rights of Certificateholders.	139
SECTION 12.04.	Governing Law; Jurisdiction.	141
SECTION 12.05.	Notices.	141
SECTION 12.06.	Severability of Provisions.	141
SECTION 12.07.	Article and Section References.	142
SECTION 12.08.	Notice to the Rating Agencies.	142
SECTION 12.09.	Further Assurances.	143
SECTION 12.10.	Benefits of Agreement.	143
SECTION 12.11.	Acts of Certificateholders.	144
SECTION 12.12.	Successors and Assigns.	144
SECTION 12.13.	Provision of Information.	144
SECTION 12.14.	Transfer of Servicing.	145

EXHIBITS AND SCHEDULES:

Exhibit A	Form of Senior Certificate	A
Exhibit B	Form of Subordinate Certificate	B
Exhibit C-1	Form of Class C Certificate	C-1
Exhibit C-2	Form of Class P Certificate	C-2
Exhibit C-3	Form of Class R Certificate	C-3
Exhibit 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

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

Designation	Interest Rate			Initial Principal Balance			Corresponding Class of Certificate

LT-1A-1A		(1	)	$	416,229,500.00			1A-1A
LT-2A-1A		(1	)	$	533,452,500.00			2A-1A
LT-2A-1B1		(1	)	$	100,000,000.00			2A-1B1
LT-2A-1B2		(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			B-1
LT-B-2		(1	)	$	27,374,000.00			B-2
LT-B-3		(1	)	$	8,644,500.00			B-3
LT-B-4		(1	)	$	20,891,000.00			B-4
LT-B-5		(1	)	$	15,848,000.00			B-5
LT-B-6		(1	)	$	13,687,000.00			B-6
LT-B-7		(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

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	)

	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	%

Distribution Date Occurring In		Percentage

October 2008 - September 2009		0.15% for the first month plus an additional 1/12^th of 0.25% for each month thereafter
October 2009 - September 2010		0.40% for the first month plus an additional 1/12^th of 0.30% for each month thereafter
October 2010 - September 2011		0.70% for the first month plus an additional 1/12^th of 0.30% for each month thereafter
October 2011 - September 2012		1.00% for the first month plus an additional 1/12^th of 0.35% for each month thereafter
October 2012 - September 2013		1.35% for the first month plus an additional 1/12^th of 0.15% for each month thereafter
October 2013 and thereafter		1.50%


	GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor

	By:	/s/ Shakti Radhakishun
		Name: /s/ Shakti Radhakishun Title: Senior Vice President


	GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as Seller

	By:	/s/ Shakti Radhakishun
		Name: /s/ Shakti Radhakishun Title: Senior Vice President


	DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee

	By:	/s/ Barbara Campbell
		Name: Barbara Campbell Title: Vice President


	By:	/s/ Karlene Benvenuto
		Name: Karlene Benvenuto Title: Authorized Signer

Certificate No.:	[___]

Cut-Off Date:	September 1, 2006

First Distribution Date:	October 19, 2006

Initial Certificate Principal
Balance of this Certificate
(“Denomination”):	$[___]

Original Class Certificate
Principal Balance of this
Class:	$[___]

Percentage Interest:	100%

Pass-Through Rate:	Variable

CUSIP:	[41161V [___]

Class:	[___]A[-1[___]]

Assumed Final Distribution Date:	November 19, 2036

		DEUTSCHE BANK NATIONAL TRUST COMPANY,
		not in its individual capacity, but solely as Trustee

		By

This is one of the Certificates referenced in the within-mentioned Agreement

By

	Authorized Signatory of DEUTSCHE BANK NATIONAL TRUST COMPANY, as Certificate Registrar

		DEUTSCHE BANK NATIONAL TRUST COMPANY,
		not in its individual capacity, but solely as Trustee

		By

		DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee

		By

		DEUTSCHE BANK NATIONAL TRUST COMPANY,
		not in its individual capacity, but solely as Trustee
		By

		DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
		By:

		Name:
		Title:

Accrual Start Date	Accrual End Dates	Notional Amount (in USD)	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

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