Unassociated Document


    EXECUTION

     

     

    
      

      

    

    


     

    GREENWICH
      CAPITAL ACCEPTANCE, INC.,

    Depositor

     

     

    GREENWICH
      CAPITAL FINANCIAL PRODUCTS, INC.,

    Seller

     

    


     

    and

     

    


     

    WELLS
      FARGO BANK, N.A.,

    Trustee

     

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    


     

    Dated
      as
      of February 1, 2007

     

    _________________________________

     

    HarborView
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-1

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Table
      of Contents

     

    Page

    
      	
              Article
                I DEFINITIONS; DECLARATION OF TRUST

            	
              4

            
	 	 	 
	
              Section
                1.01.

            	
              Defined
                Terms.

            	
              4

            
	
              Section
                1.02.

            	
              Accounting.

            	
              53

            
	 	 	 
	
              Article
                II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                CERTIFICATES

            	
              54

            
	 	 	 
	
              Section
                2.01.

            	
              Conveyance
                of Mortgage Loans.

            	
              54

            
	
              Section
                2.02.

            	
              Acceptance
                by Trustee.

            	
              58

            
	
              Section
                2.03.

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

            	
              59

            
	
              Section
                2.04.

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

            	
              63

            
	
              Section
                2.05.

            	
              [Reserved].

            	
              64

            
	
              Section
                2.06.

            	
              Representations
                and Warranties of the Depositor.

            	
              64

            
	
              Section
                2.07.

            	
              Issuance
                of Certificates.

            	
              66

            
	
              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.

            	
              69

            
	
              Section
                3.03.

            	
              Release
                of Mortgage Files.

            	
              69

            
	
              Section
                3.04.

            	
              Assessments
                of Compliance and Attestation Reports.

            	
              70

            
	
              Section
                3.05.

            	
              Enforcement
                of Regulation AB Deliverables.

            	
              72

            
	
              Section
                3.06.

            	
              Sarbanes-Oxley
                Certification.

            	
              72

            
	
              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.

            	
              79

            
	
              Section
                3.11.

            	
              [Reserved].

            	
              79

            
	
              Section
                3.12.

            	
              Reporting
                Requirements of the Commission.

            	
              79

            
	 	 	 
	
              Article
                IV ACCOUNTS

            	 	
              80

            
	 	 	 
	
              Section
                4.01.

            	
              Servicing
                Accounts.

            	
              80

            
	
              Section
                4.02.

            	
              Distribution
                Account.

            	
              81

            
	
              Section
                4.03.

            	
              Permitted
                Withdrawals and Transfers from the Distribution Account.

            	
              83

            
	
              Section
                4.04.

            	
              [Reserved].

            	
              84

            
	
              Section
                4.05.

            	
              Financial
                Guaranty Insurance Policy.

            	
              84

            
	 	 	 
	
              Article
                V FLOW OF FUNDS

            	 	
              86

            
	 	 	 
	
              Section
                5.01.

            	
              Distributions.

            	
              86

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                5.02.

            	
              Allocation
                of Net Deferred Interest.

            	
              95

            
	
              Section
                5.03.

            	
              Allocation
                of Realized Losses.

            	
              95

            
	
              Section
                5.04.

            	
              Statements.

            	
              96

            
	
              Section
                5.05.

            	
              Remittance
                Reports; Advances.

            	
              100

            
	
              Section
                5.06.

            	
              Compensating
                Interest Payments.

            	
              100

            
	
              Section
                5.07.

            	
              Basis
                Risk Reserve Fund.

            	
              100

            
	
              Section
                5.08.

            	
              Recoveries.

            	
              101

            
	
              Section
                5.09.

            	
              The
                Final Maturity Reserve Trust.

            	
              102

            
	
              Section
                5.10.

            	
              Yield
                Maintenance Agreement; Yield Maintenance Trust; Yield Maintenance
                Trust
                Account.

            	
              103

            
	
              Section
                5.11.

            	
              Yield
                Maintenance Account; Collateral Account.

            	
              104

            
	 	 	 
	
              Article
                VI THE
                CERTIFICATES

            	 	
              106

            
	
               

            	 	
              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.

            	
              115

            
	
              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

            	 	
              118

            
	 	 	 
	
              Section
                8.01.

            	
              Duties
                of the Trustee.

            	
              118

            
	
              Section
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              120

            
	
              Section
                8.03.

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	
              122

            
	
              Section
                8.04.

            	
              Trustee
                and Custodian May Own Certificates.

            	
              122

            
	
              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.

            	
              123

            
	
              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.

            	
              125

            
	
              Section
                8.11.

            	
              Limitation
                of Liability.

            	
              126

            
	
              Section
                8.12.

            	
              Trustee
                May Enforce Claims Without Possession of Certificates.

            	
              127

            
	
              Section
                8.13.

            	
              Suits
                for Enforcement.

            	
              127

            
	
              Section
                8.14.

            	
              Waiver
                of Bond Requirement.

            	
              127

            
	
              Section
                8.15.

            	
              Waiver
                of Inventory, Accounting and Appraisal Requirement.

            	
              128

            
	
              Section
                8.16.

            	
              Appointment
                of Custodians.

            	
              128

            
	
              Section
                8.17.

            	
              Indemnification.

            	
              128

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
                8.18.

            	
              Limitation
                of Liability of Trustee and Yield Maintenance Administrator;
                Indemnification.

            	
              129

            
	
              Section
                8.19.

            	
              Yield
                Maintenance Administrator’s Fees and Expenses.

            	
              129

            
	
              Section
                8.20.

            	
              Resignation
                or Removal of the Yield Maintenance Administrator.

            	
              129

            
	
              Section
                8.21.

            	
              Closing
                Opinion of Counsel.

            	
              130

            
	 	 	 
	
              Article
                IX REMIC ADMINISTRATION

            	
              130

            
	 	 	 
	
              Section
                9.01.

            	
              REMIC
                Administration.

            	
              130

            
	
              Section
                9.02.

            	
              Prohibited
                Transactions and Activities.

            	
              133

            
	 	 	 
	
              Article
                X TERMINATION

            	 	
              133

            
	 	 	 
	
              Section
                10.01.

            	
              Termination.

            	
              133

            
	
              Section
                10.02.

            	
              Additional
                Termination Requirements.

            	
              136

            
	
              Section
                10.03.

            	
              NIMS
                Insurer Optional Purchase 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

            	
              137

            
	 	 	 
	
              Section
                12.01.

            	
              Amendment.

            	
              137

            
	
              Section
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              139

            
	
              Section
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            	
              139

            
	
              Section
                12.04.

            	
              Governing
                Law; Jurisdiction.

            	
              140

            
	
              Section
                12.05.

            	
              Notices.

            	
              140

            
	
              Section
                12.06.

            	
              Severability
                of Provisions.

            	
              141

            
	
              Section
                12.07.

            	
              Article
                and Section References.

            	
              141

            
	
              Section
                12.08.

            	
              Notice
                to the Rating Agencies.

            	
              141

            
	
              Section
                12.09.

            	
              Further
                Assurances.

            	
              142

            
	
              Section
                12.10.

            	
              Benefits
                of Agreement.

            	
              143

            
	
              Section
                12.11.

            	
              Acts
                of Certificateholders.

            	
              143

            
	
              Section
                12.12.

            	
              Successors
                and Assigns.

            	
              144

            
	
              Section
                12.13.

            	
              Provision
                of Information.

            	
              144

            
	
              Section
                12.14.

            	
              Transfer
                of Servicing.

            	
              144

            


    

     

    


     

    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

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

       

    

    
      	
              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-1

            	
              Form
                of Back-Up Sarbanes-Oxley Certification

            	
              M-1

            
	
              Exhibit
                M-2

            	
              Form
                of Back-Up Sarbanes-Oxley Certification to be Provided by
                Trustee

            	
              M-2

            
	
              Exhibit
                N

            	
              List
                of Servicers and Servicing Agreements

            	
              N

            
	
              Exhibit
                O

            	
              Transaction
                Parties

            	
              O

            
	
              Exhibit
                P

            	
              Form
                of Trustee Certification

            	
              P

            
	
              Exhibit
                Q

            	
              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-1

            	
              Form
                of Watchlist Report

            	
              S-1

            
	
              Exhibit
                S-2

            	
              Form
                of Loss Severity Report

            	
              S-2

            
	
              Exhibit
                S-3

            	
              Form
                of Prepayment Premiums Report

            	
              S-3

            
	
              Exhibit
                S-4

            	
              Form
                of Analytics Report

            	
              S-4

            
	
              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

            	
              Financial
                Guaranty Insurance Policy

            	
              Y

            


    

     

     

    
      	
              Schedule
                I

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                II

            	
              Final
                Maturity Reserve Schedule

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

    

    This
      Pooling and Servicing Agreement is dated as of February 1, 2007 (the
“Agreement”),
      among
      GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the
      “Depositor”),
      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a New York corporation, as seller
      (the “Seller”)
      and
      WELLS FARGO BANK, N.A., a national banking association, as trustee (the
“Trustee”).

     

    PRELIMINARY
      STATEMENT:

     

    Through
      this Agreement, the Depositor intends to cause the issuance and sale of the
      HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
      2007-1 (the “Certificates”)
      representing in the aggregate the entire beneficial ownership of the Trust
      Fund,
      the primary assets of which are the Mortgage Loans (as defined
      below).

     

    The
      Depositor intends to sell the Certificates, to be issued hereunder in multiple
      classes, which in the aggregate will evidence the entire beneficial ownership
      interest in the Trust Fund. The Certificates will consist of seventeen classes
      of certificates, designated as (i) the Class 1A-1A Certificates, (ii) the Class
      1A-1B Certificates, (iii) the Class 2A-1A Certificates, (iv) the Class 2A-1B
      Certificates, (v) the Class 2A-1C1 Certificates, (vi) the Class 2A-1C2
      Certificates, (vii) the Class B-1 Certificates, (viii) the Class B-2
      Certificates, (ix) the Class B-3 Certificates, (x) the Class B-4 Certificates,
      (xi) the Class B-5 Certificates, (xii) the Class B-6 Certificates, (xiii) the
      Class B-7 Certificates, (xiv) the Class B-8 Certificates, (xv) the Class C
      Certificates, (xvi) the Class P Certificates and (xvii) the Class R
      Certificates.

     

    For
      federal income tax purposes, the Trust Fund (exclusive of the assets held in
      the
      Basis Risk Reserve Fund, the Yield Maintenance Trust, the Yield Maintenance
      Trust Account, the Yield Maintenance Account, the Yield Maintenance Agreement,
      the Final Maturity Reserve Trust, the Final Maturity Reserve Account and the
      Collateral Account (the “Excluded
      Trust Property”))
      comprises two REMICs in a tiered REMIC structure: the “Lower-Tier
      REMIC”
and
      the
“Upper-Tier
      REMIC.”
Each
      Certificate, other than the Class R Certificates, shall represent ownership
      of a
      regular interest in the Upper-Tier REMIC, as described herein. The LIBOR
      Certificates also
      represent the right to receive (i) payments from the Final Maturity Reserve
      Account, (ii) payments in respect of Basis Risk Shortfalls from the Basis Risk
      Reserve Fund as provided in Section 5.07 and (iii) payments in respect of Basis
      Risk Shortfalls as provided in Section 5.01(h). The owners of the Class C
      Certificates beneficially own the Basis Risk Reserve Fund, the Final Maturity
      Reserve Account, the Final Maturity Reserve Trust, the Yield Maintenance Trust,
      the Yield Maintenance Trust Account and the Yield Maintenance Account. The
      Class
      R Certificate represents the sole class of residual interest in the Upper-Tier
      REMIC, as well as the sole residual interest in the Lower-Tier
      REMIC.

     

    The
      Lower-Tier REMIC will hold as its assets all of the assets constituting the
      Trust Fund (exclusive of the Excluded Trust Property) and will issue 18
      uncertificated interests, 17 of which shall be the “Lower-Tier
      Regular Interests”
and
      one
      residual interest (the “LT-R Interest”), which will represent the sole class of
      residual interest in the Lower-Tier REMIC. 

     

    The
      Upper-Tier REMIC will hold as its assets all of the Lower-Tier Regular Interests
      and shall issue the Certificates. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    Lower-Tier
      REMIC

     

    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance of each Lower-Tier Regular Interest and the LT-R
      Interest:

    
      	
               

              Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                Principal

              Balance

            	 	
              Corresponding
                Class of Certificate

            
	
              LT-1A-1A

            	 	
              (1)

            	 	
              $
                189,733,000.00 

            	 	
              1A-1A

            
	
              LT-1A-1B

            	 	
              (1)

            	 	
              $
                126,488,500.00 

            	 	
              1A-1B

            
	
              LT-2A-1A

            	 	
              (1)

            	 	
              $
                293,857,000.00 

            	 	
              2A-1A

            
	
              LT-2A-1B

            	 	
              (1)

            	 	
              $
                122,440,000.00 

            	 	
              2A-1B

            
	
              LT-2A-1C1

            	 	
              (1)

            	 	
              $
                25,000,000.00 

            	 	
              2A-1C1

            
	
              LT-2A-1C2

            	 	
              (1)

            	 	
              $
                48,464,000.00 

            	 	
              2A-1C2

            
	
              LT-
                B-1

            	 	
              (1)

            	 	
              $
                24,301,000.00 

            	 	
              B-1

            
	
              LT-
                B-2

            	 	
              (1)

            	 	
              $
                14,400,500.00 

            	 	
              B-2

            
	
              LT-B-3

            	 	
              (1)

            	 	
              $
                8,550,500.00 

            	 	
              B-3

            
	
              LT-B-4

            	 	
              (1)

            	 	
              $
                11,250,000.00 

            	 	
              B-4

            
	
              LT-B-5

            	 	
              (1)

            	 	
              $
                9,000,500.00 

            	 	
              B-5

            
	
              LT-B-6

            	 	
              (1)

            	 	
              $
                9,450,500.00 

            	 	
              B-6

            
	
              LT-B-7

            	 	
              (1)

            	 	
              $
                7,200,500.00 

            	 	
              B-7

            
	
              LT-B-8

            	 	
              (1)

            	 	
              $
                5,400,000.00 

            	 	
              B-8

            
	
              LT-P
                

            	 	
              (1)

            	 	
              $
                50.00 

            	 	
              P

            
	
              LT-Q

            	 	
              (1)

            	 	
              $
                904,536,259.69 

            	 	
              N/A

            
	
              LT-I

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              LT-R

            	 	
              (3)

            	 	
              (3)

            	 	
              N/A

            


    

     

      
        

      

    

    
      	 	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Accrual Period) for each of theses Lower-Tier Regular Interests is
                a per
                annum rate equal to the weighted average of the Net Loan Rates of
                the
                Mortgage Loans as of the first day of the related Due Period.
                

            


    

     

    
      	 	
              (2)

            	
              The
                MT-I Interest is an interest only interest that does not have a principal
                balance but has a notional amount as of any Distribution Date equal
                to the
                aggregate of the Stated Principal Balances of the Mortgage Loans
                as of the
                first day of the related Due Period (or in the case of the first
                Distribution Date, as of the Cut-off Date). For any Distribution
                Date
                before the Distribution Date in March 2017, it shall bear interest
                for the
                related Accrual Period at a fixed rate of 0.00%, and for each Distribution
                Date commencing on the Distribution Date in March 2017 and on each
                Distribution Date thereafter until the Final Maturity Reserve Termination
                Date, it shall bear interest for the related Accrual Period at a
                fixed
                rate equal to the Final Maturity Reserve
                Rate.

            


    

     

    
      	 	
              (3)

            	
              The
                MT-R Interest is the sole Class of residual interest in the Middle-Tier
                REMIC. It does not have an interest rate or a principal
                balance.

            


    

     

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

    
       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      



    
      	 	
              a.

            	
              concurrently
                to the LT-1A-1A, LT-1A-1B, LT-2A-1A, LT-2A-1B, LT-2A-1C1, LT-2A-1C2,
                LT-B-1, LT-B-2, LT-B-3, LT-B-4, LT-B-5, LT-B-6, LT-B-7, LT-B-8 and
                LT-P
                Interests until the principal balance of each such Middle-Tier Regular
                Interest equals 50% of the Class Principal Balance of the Corresponding
                Class of Certificates immediately after such Distribution
                Date;

            


    

     

    
      	 	
              b.

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

            


    

     

    
      	 	
              c.

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

            


    

     

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

     

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

     

    Upper-Tier
      REMIC

     

    The
      following table sets forth (or describes) the Class designation, Pass-Through
      Rate and Original Class Principal Balance for each Class of Certificates, each
      of which, except for the Class R Certificates, is hereby designated as
      representing ownership of a REMIC regular interest in the Upper-Tier REMIC
      for
      purposes of the REMIC Provisions.

    


    
      	
              Class

            	
              Original
                Class Principal Balance or

              Class
                Notional Balance

            	
              Pass-Through
                Rate

            
	
              Class
                1A-1A

            	
              $
                379,466,000.00 

            	
              (1)

            
	
              Class
                1A-1B

            	
              $
                252,977,000.00 

            	
              (1)

            
	
              Class
                2A-1A

            	
              $
                587,714,000.00 

            	
              (1)

            
	
              Class
                2A-1B

            	
              $
                244,880,000.00 

            	
              (1)

            
	
              Class
                2A-1C1

            	
              $
                50,000,000.00 

            	
              (1)

            
	
              Class
                2A-1C2

            	
              $
                96,928,000.00 

            	
              (1)

            
	
              Class
                B-1

            	
              $
                48,602,000.00 

            	
              (1)

            
	
              Class
                B-2

            	
              $
                28,801,000.00 

            	
              (1)

            
	
              Class
                B-3

            	
              $
                17,101,000.00 

            	
              (1)

            
	
              Class
                B-4

            	
              $
                22,500,000.00 

            	
              (1)

            
	
              Class
                B-5

            	
              $
                18,001,000.00 

            	
              (1)

            
	
              Class
                B-6

            	
              $
                18,901,000.00 

            	
              (1)

            
	
              Class
                B-7

            	
              $
                14,401,000.00 

            	
              (1)

            
	
              Class
                B-8

            	
              $
                10,800,000.00 

            	
              (1)

            
	
              Class
                C

            	
              (2)

            	
              (2)

            
	
              Class
                P

            	
              S
                100.00

            	
              (3)

            
	
              Class
                R

            	
              (4)

            	
              (4)

            


    

    

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    ____________

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

            	
              The
                Class C Interest shall have an initial principal balance of $9,000,209.69.
                The Class C Interest also comprises a notional component having a
                notional
                amount that at all times will equal the aggregate of the principal
                balances of the Lower-Tier Regular Interests (i.e., the Pool Balance).
                For
                each Distribution Date (and the related Accrual Period), the notional
                component shall bear interest at a rate equal to the excess of (a)
                the
                weighted average of the interest rates on the Lower-Tier Regular
                Interests
                (other than the LT-I Interest), weighted on the basis of the principal
                balance of each such Lower-Tier Regular Interest, over (b) the Adjusted
                Lower-Tier WAC. For any Distribution Date, interest that accrues
                on the
                notional component of the Class C Interest shall be deferred to the
                extent
                of any increase in the Overcollateralized Amount on such date. Such
                deferred interest shall not itself bear interest. In addition to
                the
                rights set forth above, the Class C Certificates shall also evidence
                ownership of the LT-I Interest in the Lower-Tier
                REMIC.

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (4)

            	
              The
                Class R Certificate represents the sole class of residual interest
                in the
                Upper-Tier REMIC and does not have a principal balance or a pass-through
                rate. In addition, the Class R Certificate represents ownership of
                the
                LT-R Interest in the Lower-Tier
                REMIC.

            


    


     

    ARTICLE
      I

     

    DEFINITIONS;
      DECLARATION OF TRUST

     

    
      	 	
              SECTION
                1.01.

            	
              Defined
                Terms. 

            


    

     

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

     

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

     

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

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      



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

     

    “Additional
      Disclosure Notification”:
      As
      defined in Section 3.07(a).

     

    “Additional
      Form 10-D Disclosure”:
      As
      defined in Section 3.07(a).

     

    “Additional
      Form 10-K Disclosure”:
      As
      defined in Section 3.07(b).

     

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

     

    “Adjusted
      Lower-Tier WAC”:
      For
      any
      Distribution Date (and the related Accrual Period), the product of (i) 2
      multiplied by (ii) the weighted average of the interest rates on the Lower-Tier
      Regular Interests (other than the Class LT-I Interest), weighted on the basis
      of
      their principal balances as of the first day of the related Accrual Period
      and
      computed for this purpose by first (a) subjecting the interest rate on the
      LT-P
      and LT-Q Interests to a cap of 0.00%, and (b) subjecting the interest rate
      on
      each of the LT-1A-1A, LT-1A-1B, LT-2A-1A, LT-2A-1B, LT-2A-1C1, LT-2A-1C2,
      LT-B-1, LT-B-2, LT-B-3, LT-B-4, LT-B-5, LT-B-6, LT-B-7 and LT-B-8 Interests
      to a
      cap equal to the product of Pass-Through Rate for the Corresponding Class of
      Certificates for such Distribution Date multiplied by the quotient of the actual
      number of days in the Accrual Period divided
      by
      30.

     

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

     

    “Yield
      Maintenance Administrator”:
      Wells
      Fargo Bank, N.A. or its successor in interest, or any successor yield
      maintenance administrator appointed as herein provided.

     

    “Advance”:
      With
      respect to any Distribution Date and any Mortgage Loan or REO Property, any
      advance made by the Servicer including, the Trustee in its capacity as successor
      Servicer in respect of such Distribution Date pursuant to Section 5.05 (or
      by
      the Trustee pursuant to Section 7.02 as successor Servicer) or by the Servicer
      in accordance with the Servicing Agreement for such Distribution
      Date.

     

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

    

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      



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

     

    “Aggregate
      Collateral Balance”:
      With
      respect to any date of determination (other than the Closing Date), an amount
      equal to the aggregate Stated Principal Balance of the Mortgage Loans. With
      respect to the Closing Date, an amount equal to the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Aggregate
      Premium Amount”:
      With
      respect to any Distribution Date and the Insured Certificates, the product
      of
      one-twelfth of the Premium Rate and the aggregate Class Principal Balance of
      the
      Class 1A-1B and Class 2A-1C1 Certificates for the immediately preceding
      Distribution Date, or, in the case of the first Distribution Date, the Closing
      Date, in each case after giving effect to distributions of principal made on
      such Distribution Date.

     

    “Agreement”:
      This
      Pooling and Servicing Agreement dated as of February 1, 2007, as amended,
      supplemented and otherwise modified from time to time.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    “Bankruptcy
      Code”:
      The
      Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
      amended.

     

    “Basis
      Risk Reserve Fund”:
      A fund
      created as part of the Trust Fund pursuant to Section 5.07 of this Agreement
      but
      which is not an asset of any of the REMICs.

     

    “Basis
      Risk Shortfall”:
      With
      respect to any Distribution Date and the LIBOR Certificates, the sum
      of:

     

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

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      



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

     

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

     

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

     

    “Bulk
      PMI Fee”:
      Not
      applicable.

     

    “Bulk
      PMI Fee Rate”:
      Not
      applicable.

     

    “Bulk
      PMI Policy”:
      Not
      applicable.

     

    “Business
      Day”:
      Any
      day other than a Saturday, a Sunday or a day on which banking or savings
      institutions in the State of California, the State of Texas, the State of New
      York or in 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.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Certificate
      Insurer”:
      Financial Security Assurance Inc., a New York financial guaranty insurance
      company.

     

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

    

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      



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

     

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

     

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

     

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

     

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

     

    “Certification
      Parties”:
      As
      defined in Section 3.06.

     

    “Certifying
      Person”:
      As
      defined in Section 3.06.

    

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      



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

     

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

     

    “Class
      2A-1C1 Premium Amount”:
      With
      respect to any Distribution Date and the Class 2A-1C1 Certificates, the product
      of one-twelfth of the Premium Rate and the Class Principal Balance of the Class
      2A-1C1 Certificates on the immediately preceding Distribution Date, or, in
      the
      case of the first Distribution Date, on the Closing Date, in each case after
      giving effect to distributions of principal made on such Distribution
      Date.

     

    “Class
      B-1 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-1 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date) and
      (ii)
      the Class Principal Balance of the Class B-1 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 80.625% and thereafter 84.500% and (ii)
      the aggregate Principal Balance of the Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus
      $9,000,362.

     

    “Class
      B-2 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-2 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date) and (iii) the Class Principal Balance of the Class B-2
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) for each Distribution Date prior to March 2013, 84.625%
      and thereafter 87.700% and (ii) the aggregate Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (B) the aggregate Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) minus
      $9,000,362.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


     

    “Class
      B-3 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-3 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date), (iii) the Class Principal Balance of the Class B-2
      Certificates (after taking into account the distribution of the Class B-2
      Principal Distribution Amount on such Distribution Date) and (iv) the Class
      Principal Balance of the Class B-3 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 87.000% and thereafter 89.600% and (ii)
      the aggregate Principal Balance of the Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus
      $9,000,362.

     

    “Class
      B-4 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-4 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date), (iii) the Class Principal Balance of the Class B-2
      Certificates (after taking into account the distribution of the Class B-2
      Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B- 3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date) and (v) the Class Principal Balance of the Class B-4 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) for each Distribution Date prior to March 2013, 90.125% and
      thereafter 92.100% and (ii) the aggregate principal balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (B) the aggregate principal balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) minus
      $9,000,362.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    “Class
      B-5 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-5 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date), (iii) the Class Principal Balance of the Class B-2
      Certificates (after taking into account the distribution of the Class B-2
      Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date) and (vi) the Class Principal Balance of the
      Class B-5 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to March
      2013,
      92.625% and thereafter 94.100% and (ii) the aggregate principal balance of
      the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate principal balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      $9,000,362.

     

    “Class
      B-6 Principal Distribution Amount”:
      For any
      Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-6 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date), (iii) the Class Principal Balance of the Class B-2
      Certificates (after taking into account the distribution of the Class B-2
      Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      B-5 Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date) and (vii) the Class
      Principal Balance of the Class B-6 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 95.250% and thereafter 96.200% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate principal balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) minus
      $9,000,362.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    “Class
      B-7 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-7 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date), (iii) the Class Principal Balance of the Class B-2
      Certificates (after taking into account the distribution of the Class B-2
      Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      B-5 Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date), (vii) the Class
      Principal Balance of the Class B-6 Certificates (after taking into account
      the
      distribution of the Class B-6 Principal Distribution Amount on such Distribution
      Date) and (viii) the Class Principal Balance of the Class B-7 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) for each Distribution Date prior to March 2013, 97.250% and
      thereafter 97.800% and (ii) the aggregate principal balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) and (B) the aggregate principal balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) minus
      $9,000,362.

     

    “Class
      B-8 Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the lesser of (a) the Class Principal
      Balance of the Class B-8 Certificates immediately prior to such Distribution
      Date and (b) the excess of (x) the sum of (i) the aggregate Class Principal
      Balance of the Senior Certificates (after taking into account the distribution
      of the Senior Principal Distribution Amount on such Distribution Date), (ii)
      the
      Class Principal Balance of the Class B-1 Certificates (after taking into account
      the distribution of the Class B-1 Principal Distribution Amount on such
      Distribution Date), (iii) the Class Principal Balance of the Class B-2
      Certificates (after taking into account the distribution of the Class B-2
      Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      B-5 Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date), (vii) the Class
      Principal Balance of the Class B-6 Certificates (after taking into account
      the
      distribution of the Class B-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Class Principal Balance of the Class B-7 Certificates (after
      taking into account the distribution of the Class B-7 Principal Distribution
      Amount on such Distribution Date) and (ix) the Class Principal Balance of the
      Class B-8 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to March
      2013,
      98.750% and thereafter 99.000% and (ii) the aggregate principal balance of
      the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate principal balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) minus
      $9,000,362.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

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

     

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

     

    “Closing
      Date”:
      March
      9, 2007.

     

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

     

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

     

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

     

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

    

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      



    “Compensating
      Interest Payment”:
      With
      respect to any Distribution Date, the amount specified to be paid by the
      Servicer pursuant to Section 5.05 of the Servicing Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Corporate
      Trust Office”:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      at
      which at any particular time its corporate trust business in connection with
      this Agreement shall be administered, which office at the date of the execution
      of this instrument is located at Wells Fargo Bank, N.A., 9062 Old Annapolis
      Road, Columbia, Maryland 21045, Attention: Client Service Manager, HarborView
      Mortgage Loan Trust 2007-1, or at such other address as the Trustee may
      designate from time to time by notice to the Certificateholders, the Depositor
      and the Seller. With respect to the Certificate Registrar and presentment of
      Certificates for registration of transfer, exchange or final payment, Wells
      Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
      55479, Attention: Client Service Manager, HarborView Mortgage Loan Trust
      2007-1.

    

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      



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

     

    “Countrywide”:
      Countrywide Home Loans, Inc., and its successors and assigns, in its capacity
      as
      Originator of the Countrywide Mortgage Loans.

     

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

     

    “Countrywide
      Purchase Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1,
      2003,
      as amended by that certain Amendment Number One dated as of November 1, 2004
      and
      as further amended on December 1, 2005 by that certain Amendment Reg AB to
      the
      Master Mortgage Loan Purchase and Servicing Agreement dated as of December
      1,
      2005, among GCFP, as purchaser, Countrywide Servicing, as servicer and
      Countrywide, as seller, as the same may be amended from time to time, and any
      assignments and conveyances related to the Countrywide Mortgage
      Loans.

     

    “Countrywide
      Servicing”:
       Countrywide
      Home Loans Servicing LP and its successors and assigns, in its capacity as
      a
      Servicer of the Countrywide Mortgage Loans.

     

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

     

    
      	
               

               

               

              Classes

            	 	
              Initial
                Credit Enhancement

              Percentage

            	 	
              Target
                Credit Enhancement

              Percentage
                before

              March
                2013 or

              Stepdown
                Date

            	 	
              Target
                Credit Enhancement

              Percentage
                on or after

              March
                2013 or

              Stepdown
                Date

            
	
              Senior

            	 	
              10.450%

            	 	
              26.125%

            	 	
              20.900%

            
	
              B-1

            	 	
              7.750%

            	 	
              19.375%

            	 	
              15.500%

            
	
              B-2

            	 	
              6.150%

            	 	
              15.375%

            	 	
              12.300%

            
	
              B-3

            	 	
              5.200%

            	 	
              13.000%

            	 	
              10.400%

            
	
              B-4

            	 	
              3.950%

            	 	
              9.875%

            	 	
              7.900%

            
	
              B-5

            	 	
              2.950%

            	 	
              7.375%

            	 	
              5.900%

            
	
              B-6

            	 	
              1.900%

            	 	
              4.750%

            	 	
              3.800%

            
	
              B-7

            	 	
              1.100%

            	 	
              2.750%

            	 	
              2.200%

            
	
              B-8

            	 	
              0.500%

            	 	
              1.250%

            	 	
              1.000%

            


    

     

    “Custodian”:
      For
      purposes of this Agreement, the Custodian shall be The Bank of New
      York.

     

    “Cut-off
      Date”:
      With
      respect to any Mortgage Loan, the Close of Business in New York City on February
      1, 2007.

    

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

     

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

     

    “Cut-off
      Date Collateral Balance”:
      With
      respect to any Distribution Date, the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of February 1, 2007. 

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


     

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

     

    “Distribution
      Account”:
      The
      trust account or accounts created and maintained by the Trustee pursuant to
      Section 4.02 hereof for the benefit of the Certificate Insurer and the
      Certificateholders and designated “Distribution Account, Wells Fargo Bank, N.A.,
      as Trustee, in trust for the registered Holders of HarborView Mortgage Loan
      Trust Mortgage Loan Pass-Through Certificates, Series 2007-1” and which must be
      an Eligible Account.

     

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

     

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

     

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

     

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

     

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

     

    “Eligible
      Account”:
      Any
      of:

     

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

     

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


    
      
        
        

      

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

     

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

     

    “Endorsement”:
      As
      defined in the Financial Guaranty Insurance Policy.

     

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

     

    “ERISA-Restricted
      Certificates”:
      (i)
      the Class 1A-1B, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates, the
      Subordinate Certificates, the Class C Certificates, the Class P Certificates
      and
      the Residual Certificate and (ii) any Class 1A-1A or Class 2A-1A Certificates
      that are not rated at least “AA-” (or its equivalent) by at least one nationally
      rated statistical rating organization upon acquisition.

     

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

     

    “Event
      of Default”:
      As
      defined in the Servicing Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    “Financial
      Guaranty Insurance Policy”:
      The
      Financial Guaranty Insurance Policy (No. 51814-N) with respect to the Insured
      Certificates, and all endorsements thereto dated the Closing Date, issued by
      the
      Certificate Insurer for the benefit of the Holders of the Insured Certificates,
      a copy of which is attached hereto as Exhibit X.

     

    “Form
      8-K Disclosure Information”:
      As
      defined in Section 3.07(c)(i).

     

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

     

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

     

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

     

    “Group
      1 Adjusted Rate Cap”:
      For the
      Class 1A-1A and Class 1A-1B Certificates and any Distribution Date equals the
      applicable Net WAC Cap computed for this purpose by first reducing the Net
      WAC
      by a per annum rate equal to the quotient of (i) the product of (a) the Net
      Deferred Interest for the Group 1 Mortgage Loans for such Distribution Date
      multiplied by (b)12, divided by (ii) the aggregate of the Stated Principal
      Balances of the Group 1 Mortgage Loans as of the first day of the related Due
      Period. 


    
      
        
        

      

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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    “Group
      2 Adjusted Rate Cap”:
      For the
      Class 2A-1A, Class 2A-1B, Class 2A-1C1, and Class 2A-1C2 Certificates and any
      Distribution Date equals the applicable Net WAC Cap computed for this purpose
      by
      first reducing the Net WAC by a per annum rate equal to the quotient of (i)
      the
      product of (a) the Net Deferred Interest for the Group 2 Mortgage Loans for
      such
      Distribution Date multiplied by (b)12, divided by (ii) the aggregate of the
      Stated Principal Balances of the Group 2 Mortgage Loans as of the first day
      of
      the related Due Period.

     

     

     

    “Group
      2 Certificates”:
      The
      Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2
      Certificates.

     

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

     

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

     

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


    
      
        
        

      

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

     

    “Indemnification
      Agreement”:
      The
      Indemnification Agreement dated as of March 7, 2007 among the Depositor,
      the Seller, Greenwich Capital Markets, Inc. and the Certificate Insurer,
      including any amendments and supplements thereto.

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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    “Initial
      LIBOR Rate”:
      5.320%.

     

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

     

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

     

    “Insured
      Certificates”:
      The
      Class 1A-1B and Class 2A-1C1 Certificates.

     

    “Insurer
      Premium Rate”:
      0.06%
      per annum.

     

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

     

    “Interest
      Remittance Amount”:
      For
      any Distribution Date and any Loan Group, the portion of the Available Funds
      for
      such Distribution Date attributable to interest received or advanced with
      respect to the Mortgage Loans in such Loan Group plus
      Principal Prepayments for the related Prepayment Period to the extent of
      Deferred Interest for the related Distribution Date.

     

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

     

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

     

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

     

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

     

    “Late
      Payment Rate”:
      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
      3% and
      (b) the then applicable highest rate of interest on the Insured Certificates
      and
      (ii) the maximum rate permissible under applicable usury or similar laws
      limiting interest rates.  The Late Payment Rate shall be computed on the
      basis of the actual number of days elapsed over a year of 360
      days.


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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    “LIBOR
      Certificates”:
      The
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1, Class 2A-1C2
      Certificates and the Subordinate Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Monthly
      Interest Distributable Amount”:
      With
      respect to each Class of Certificates (other than the Class C, Class P and
      Class
      R Certificates) and any Distribution Date, the amount of interest accrued during
      the related Accrual Period at the lesser of the related Pass-Through Rate and
      the related Adjusted Cap Rate on the Class Principal Balance of that Class
      immediately prior to that Distribution Date; provided,
      however,
      the
      amount so accrued shall be reduced by the Net Interest Shortfalls, if any,
      allocated to such Class of Certificates. Net Interest Shortfalls for any Loan
      Group shall be allocated among each Class of Senior Certificates related to
      such
      Loan Group and the Subordinate Certificates based on, in the case of each Class
      of related Senior Certificates, the amount of interest accrued in the related
      Accrual Period at the applicable Pass-Through Rate, and in the case of each
      Class of Subordinate Certificates, the interest accrued in the related Accrual
      Period at the applicable Pass-Through Rate determined solely with reference
      to
      its Apportioned Principal Balance for the Loan Groups to which the Net Interest
      Shortfall relates. In addition, for purposes of compliance with the REMIC
      Provisions, (A) the Monthly Interest Distributable Amount for each Class of
      Subordinate Certificates shall be calculated by reducing the related
      Pass-Through Rate by a per annum rate equal to (i) 12 times the Subordinate
      Class Expense Share for such Class divided
      by
      (ii) the
      Class Principal Balance of such Class as of the beginning of the related Accrual
      Period and (B) such Class shall be deemed to bear interest at such Pass-Through
      Rate as so reduced for federal income tax purposes.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

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

     

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

     

    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of February 1, 2007, regarding the transfer of the Mortgage Loans by the Seller
      (including the Seller’s rights and interest in the Servicing Agreement) to or at
      the direction of the Depositor.

     

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

     

    
      	 	
              (i)

            	
              the
                Mortgage Loan identifying number;

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	 	
              (vi)

            	
              the
                original months to maturity;

            


    

     

    
      	 	
              (vii)

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

            


    

     

    
      	 	
              (viii)

            	
              the
                Loan-to-Value Ratio at origination;

            


    

     

    
      	 	
              (ix)

            	
              [Reserved];

            


    

     

    
      	 	
              (x)

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

            


    

     

    
      	 	
              (xi)

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

            


    

     

    
      	 	
              (xii)

            	
              the
                stated maturity date;

            


    

     

    
      	 	
              (xiii)

            	
              the
                Servicing Fee Rate;

            


    

     

    
      	 	
              (xiv)

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

            


    

     

    
      	 	
              (xv)

            	
              the
                original principal balance of the Mortgage
                Loan;

            


    

     

    
      	 	
              (xvi)

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

            


    

     

    
      	 	
              (xvii)

            	
              the
                Index and Gross Margin specified in related Mortgage
                Note;

            


    

     

    
      	 	
              (xviii)

            	
              the
                next Adjustment Date, if
                applicable;

            


    

     

    
      	 	
              (xix)

            	
              the
                Maximum Loan Rate, if applicable;

            


    

     

    
      	 	
              (xx)

            	
              the
                Value of the Mortgaged Property;

            


    

     

    
      	 	
              (xxi)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	 	
              (xxii)

            	
              the
                product code;

            


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (xxiii)

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

            


    

     

    
      	 	
              (xxiv)

            	
              the
                Expense Fee Rate therefor; and

            


    

     

    
      	 	
              (xxv)

            	
              the
                respective Loan Group.

            


    

     

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

     

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

     

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

     

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

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Net
      WAC Cap”:
      For
      the LIBOR Certificates (other than the Class 1A-1B and Class 2A-1C1
      Certificates) and any Distribution Date is equal to the product of (x) the
      Net
      WAC for such Distribution Date and (y) a fraction, the numerator of which is
      30
      and the denominator of which is the actual number of days in the related Accrual
      Period. For the Class 1A-1B and Class 2A-1C1 Certificates and any Distribution
      Date is equal to the excess, if any, of (x) the Net WAC Cap for the Senior
      Certificates and the Subordinate Certificates for such Distribution Date over
      (y) the related Insurer Premium Rate for such Distribution
      Date.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Notice”:
      As
      defined in the Financial Guaranty Insurance Policy.

     

    “Offered
      Certificates”:
      The
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1, Class 2A-1C2,
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


     

    “Originator”:
      Countrywide Home Loans, Inc. or any other originator contemplated by Item 1110
      (§ 229.1110) of Regulation AB.

     

    “OTS”:
      The
      Office of Thrift Supervision.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	 	
              (A)

            	
              The
                Pass-Through Rate for the Class 1A-1A Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (B)

            	
              The
                Pass-Through Rate for the Class 1A-1B Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (C)

            	
              The
                Pass-Through Rate for the Class 2A-1A Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.130%
                per annum (0.260% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (D)

            	
              The
                Pass-Through Rate for the Class 2A-1B Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.180%
                per annum (0.360% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (E)

            	
              The
                Pass-Through Rate for the Class 2A-1C1 Certificates with respect
                to any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.140%
                per annum (0.280% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (F)

            	
              The
                Pass-Through Rate for the Class 2A-1C2 Certificates with respect
                to any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.210%
                per annum (0.420% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (G)

            	
              The
                Pass-Through Rate for the Class B-1 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.300%
                per annum (0.450% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (H)

            	
              The
                Pass-Through Rate for the Class B-2 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.370%
                per annum (0.555% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (I)

            	
              The
                Pass-Through Rate for the Class B-3 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.400%
                per annum (0.600% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (J)

            	
              The
                Pass-Through Rate for the Class B-4 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.480%
                per annum (0.720% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (K)

            	
              The
                Pass-Through Rate for the Class B-5 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                0.540%
                per annum (0.810% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (L)

            	
              The
                Pass-Through Rate for the Class B-6 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.050%
                per annum (1.575% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

    
      	 	
              (M)

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

            


    

     

    
      	 	
              (N)

            	
              The
                Pass-Through Rate for the Class B-8 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.750%
                per annum (2.625% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) the Net Maximum Rate
                Cap.

            


    

     

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

     

    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

     

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

     

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


    
      
        
        

      

      
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              (i)

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


            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	 	
              (vi)

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

            


    

     

    
      	 	
              (vii)

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

            


    

     

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


    
      
        
        

      

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

     

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

     

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

     

    “Policy
      Account”:
      The
      trust account or accounts created and maintained by the Trustee pursuant to
      Section 4.05 hereof in the name of the Trustee for the benefit of the Class
      1A-1B and Class 2A-1C1 Certificateholders and designated “Policy Account, Wells
      Fargo Bank, N.A., as Trustee, in trust for the registered Certificateholders
      of
      HarborView Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series
      2007-1, Class 1A-1B and Class 2A-1C1 Certificates.”

     

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

     

    “Premium
      Amount”:
      Each
      of the Class 1A-1B Premium Amount or Class 2A-1C1 Premium Amount, as
      applicable.

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

    “Principal
      Remittance Amount”:
      With
      respect to each Loan Group and any Distribution Date, the sum of (a) each
      scheduled payment of principal collected or advanced on the related Mortgage
      Loans (before taking into account any Deficient Valuations or Debt Service
      Reductions) by the Servicer in respect of the related Due Period, (b) that
      portion of the Purchase Price or Repurchase Price, as applicable, representing
      principal of any repurchased Mortgage Loan in that Loan Group, deposited to
      the
      Distribution Account during the related Prepayment Period, (c) the
      principal portion of any related Substitution Adjustments with respect to that
      Loan Group deposited in the Distribution Account during the related Prepayment
      Period, (d) the principal portion of all Insurance Proceeds received during
      the related Prepayment Period with respect to Mortgage Loans in that Loan Group
      that are not yet Liquidated Mortgage Loans, (e) the principal portion of
      all Net Liquidation Proceeds received during the related Prepayment Period
      with
      respect to Liquidated Mortgage Loans in that Loan Group other than Recoveries,
      (f) all Principal Prepayments (net of portions of Principal Prepayments
      applied in respect of Deferred Interest pursuant to Section 5.01(a)(i)) in
      part
      or in full on Mortgage Loans received by the Servicer during the related
      Prepayment Period, net of Deferred Interest, (g) all Recoveries related to
      that
      Loan Group received during the related Prepayment Period, (h) the outstanding
      principal balance of each Mortgage Loan purchased from the Trust Fund by the
      NIMS Insurer (in the case of certain Mortgage Loans 90 days or more delinquent)
      and (i) on the Distribution Date on which the Trust Fund is to be
      terminated pursuant to Section 10.01 hereof, that portion of the Termination
      Price in respect of principal for that Loan Group. In addition, on the
      Distribution Date in March 2007, the Principal Remittance Amount for Loan Group
      1 shall include $616,197.57 and the Principal Remittance Amount for Loan Group
      2
      shall include $534,671.93, such amounts to be deposited into the Distribution
      Account by the Seller on the Closing Date in accordance with Section
      4.02.


    
      
        
        

      

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

     

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

     

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

     

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

     

    “Prospectus
      Supplement”:
      That
      certain prospectus supplement dated March 7, 2007, relating to the initial
      offering of the Offered Certificates.

     

    “Purchase
      Agreement”:
      The
      Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1,
      2003,
      as amended by that certain Amendment Number One dated as of November 1, 2004,
      and as further amended by that certain Amendment Reg AB to the Master Mortgage
      Loan Purchase and Servicing Agreement dated as of December 1, 2005, between
      Greenwich Capital Financial Products, Inc. (“GCFP”), as owner and Countrywide
      Home Loans, Inc. (“Countrywide”), as servicer, as reconstituted pursuant to a
      Reconstituted Servicing Agreement dated as of February 1, 2007, by and among
      GCFP, Greenwich Capital Acceptance, Inc., Countrywide and Countrywide Home
      Loans
      Servicing LP, and acknowledged by Wells Fargo Bank, N.A., as trustee, as the
      same may be amended from time to time, and any assignments and conveyances
      related to the Mortgage Loans.

     

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


    
      
        
        

      

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

    “Reconstitution
      Agreement”:
      The
      reconstituted servicing agreement dated as of February 1, 2007 among the Seller,
      the Depositor and the Servicer and acknowledged by the Trustee, reconstituting
      the Servicing Agreement.

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

    “Remittance
      Report”:
      The
      Servicer’s Remittance Report to the Trustee pursuant to the Servicing Agreement
      providing information with respect to each Mortgage Loan which is provided
      no
      later than the 10th
      calendar
      day of each month and which shall contain such information as may be agreed
      upon
      by the Trustee and which shall be sufficient to enable the Trustee to prepare
      the related Distribution Date Statement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

    “Residual
      Certificate”:
      The
      Class R Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

    “Senior
      Certificate”:
      Any
      one of the Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1
      and
      Class 2A-1C2 Certificates.

     

    “Senior
      Certificate Group”:
      Either
      (a) the Class 1A-1A and Class 1A-1B Certificates with respect to Loan Group
      1 or
      (b) the Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates
      with respect to Loan Group 2.

     

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

     

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

     

    “Senior
      Principal Distribution Amount”:
      For
      any Distribution Date, an amount equal to the excess of (x) the aggregate Class
      Principal Balance of the Senior Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to March 2013, 73.875% and thereafter 79.100% and (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance of the Mortgage Loans as of the last day of the related
      Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period)
minus
      $9,000,362.

     

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

     

    “Servicer”:
      Countrywide Servicing, as primary servicer of the Mortgage Loans as set forth
      and as individually defined in the Mortgage Loan Schedule hereto, and any
      successors thereto.

     

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

     

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

     

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

    

      
        
          
          

        

        
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    “Servicing
      Agreement”:
      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
      GCFP, as purchaser, and Countrywide, as seller, as reconstituted by the
      Reconstitution Agreement, as the same may be amended from time to time, and
      any
      assignments and conveyances related to the Mortgage Loans.

     

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

     

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

     

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

     

    “Servicing
      Function Participant”:
      Any
      Subservicer, Subcontractor of the Servicer, the Custodian and the Trustee,
      respectively.

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

    “Subordinate
      Certificate”:
      Any of
      the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class
      B-7
      or Class B-8 Certificates.

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

    (a) the
      sum
      of the percentages obtained by dividing (x) the aggregate Stated Principal
      Balance of Mortgage Loans delinquent 60 days or more, that are in foreclosure
      or
      that are REO Properties by (y) the aggregate Stated Principal Balance of the
      Mortgage Loans, in each case, as of the last day of the previous three calendar
      months divided
      by
      3,
      exceeds (i) prior to the Distribution Date in March 2013, 26.80% of the current
      Credit Enhancement Percentage of the Senior Certificates or (ii) on or after
      the
      Distribution Date in March 2013, 33.50% of the current Credit Enhancement
      Percentage of the Senior Certificates; or

     

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

    


    
      	
              Distribution
                Date Occurring In

            	
              Percentage

               

            
	
              March
                2009 - February 2010

            	
              0.25%
                for the first month plus an additional 1/12th of 0.30% for each month
                thereafter

            
	
              March
                2010 - February 2011

            	
              0.55%
                for the first month plus an additional 1/12th of 0.40% for each month
                thereafter

            
	
              March
                2011 - February 2012

            	
              0.95%
                for the first month plus an additional 1/12th of 0.45% for each month
                thereafter

            
	
              March
                2012 - February 2013

            	
              1.40%
                for the first month plus an additional 1/12th of 0.50% or each month
                thereafter

            
	
              March
                2013 - February 2014

            	
              1.90%
                for the first month plus an additional 1/12th of 0.20% for each month
                thereafter

            
	
              March
                2014 and thereafter

            	
              2.10%

            
	 	 


    

     

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

    

      
        
          
          

        

        
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    “Trustee”:
      Wells
      Fargo Bank, N.A., not in its individual capacity but solely as trustee, a
      national banking association, its successors and assigns, or any successor
      trustee appointed as herein provided.

     

    “Trustee
      Certification”:
      A
      certification of the Trustee substantially in the form of Exhibit
      P.

     

    “Trustee
      Fee”:
      The
      trustee shall receive as compensation for its services all investment earnings
      on amounts on deposit in the Distribution Account.

     

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Yield
      Maintenance Account”:
      The
      account established and maintained by the Trustee pursuant to Section 5.12,
      which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., in
      trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage
      Loan
      Pass-Through Certificates, Series 2007-1” and which must be an Eligible
      Account.

     

    “Yield
      Maintenance Agreement”:
      The
      interest rate cap agreement for the benefit of the LIBOR Certificates by and
      between the Yield Maintenance Provider and the Yield Maintenance Administrator,
      on behalf of the Yield Maintenance Trust, including the ISDA Master Agreement
      between the Yield Maintenance Provider and the Yield Maintenance Administrator,
      the schedule thereto and the related confirmation (Ref. No. IRG16221764.2A/.2B)
      dated as of March 9, 2007 attached as Exhibit W hereto. The Yield Maintenance
      Agreement shall be an asset of the Yield Maintenance Trust and not of the Trust
      Fund or any REMIC.

    

      
        
          
          

        

        
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    “Yield
      Maintenance Allocation Agreement”:
      The
      allocation agreement dated March 9, 2007, among the Yield Maintenance
      Administrator, the Trustee and the Sponsor, a copy of which is attached hereto
      as Exhibit V.

     

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

     

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

     

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

     

    “Yield
      Maintenance Provider”:
      The
      Royal Bank of Scotland plc, its successors and assigns or any successor Yield
      Maintenance Provider.

     

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

     

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

     

    
      	 	
              SECTION
                1.02.

            	
              Accounting.

            


    

     

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

    

      
        
          
          

        

        
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    ARTICLE
      II

     

    


     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	 	
              SECTION
                2.01.

            	
              Conveyance
                of Mortgage Loans.

            


    

     

    (a) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders and the Certificate Insurer all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to (i) each Mortgage Loan
      identified on the Mortgage Loan Schedule, including the related Cut-off Date
      Principal Balance, all interest due thereon after the Cut-off Date and all
      collections in respect of interest and principal due after the Cut-off Date;
      (ii) all the Depositor’s right, title and interest in and to the Distribution
      Account and all amounts from time to time credited to and to the proceeds of
      the
      Distribution Account; (iii) any real property that secured each such Mortgage
      Loan and that has been acquired by foreclosure or deed in lieu of foreclosure;
      (iv) the Depositor’s interest in any insurance policies in respect of the
      Mortgage Loans; (v) all proceeds of any of the foregoing and (vi) all other
      assets included or to be included in the Trust Fund; provided,
      that
      such assignment shall not include any Servicing Rights with respect to the
      Mortgage Loans. Such assignment includes all interest and principal due to
      the
      Depositor after the Cut-off Date with respect to the Mortgage Loans. In exchange
      for such transfer and assignment, the Depositor shall receive the
      Certificates.

     

    It
      is
      acknowledged and agreed that the Trustee hereunder shall also serve as the
      Yield
      Maintenance Administrator under the Yield Maintenance Allocation Agreement
      and
      the Yield Maintenance Agreement. The Depositor hereby directs the Yield
      Maintenance Administrator to execute, deliver and perform its obligations under
      the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement,
      not in its individual capacity, but solely as Yield Maintenance Administrator
      on
      behalf of the Yield Maintenance Trust. Every provision of this Agreement
      relating to the conduct or affecting the liability of or affording protection
      or
      indemnification to the Trustee shall apply to the Yield Maintenance
      Administrator’s execution and performance of its duties and obligations under
      the Yield Maintenance Allocation Agreement and the Yield Maintenance
      Agreement.

     

    The
      Depositor hereby directs the Trustee to execute, not in its individual capacity,
      but solely as Trustee on behalf of the Trust Fund, the Yield Maintenance
      Allocation Agreement and perform its duties and obligations
      thereunder.

     

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

    

      
        
          
          

        

        
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    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, including all rights of the Seller under the Servicing
      Agreement (other than the right to terminate the Servicer for an Event of
      Default under Section 14.01(ix) of the Servicing Agreement) to the extent
      assigned in the Mortgage Loan Purchase Agreement. The Depositor hereby expressly
      retains and does not delegate the right to terminate the Servicer for an Event
      of Default pursuant to Section 14.01(ix) of the Servicing Agreement. The Trustee
      hereby accepts such assignment, and shall be entitled to exercise all rights
      of
      the Depositor under the Mortgage Loan Purchase Agreement and all rights of
      the
      Seller under the Servicing Agreement as if, for such purpose, it were the
      Depositor or the Seller, as applicable, including the Seller’s right to enforce
      remedies for breaches of representations and warranties and delivery of the
      Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over,
      deposit and conveyance does not and is not intended to result in creation or
      assumption by the Trustee of any obligation of the Depositor, the Seller or
      any
      other Person in connection with the Mortgage Loans or any other agreement or
      instrument relating thereto except as specifically set forth
      herein.

     

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

     

    (i) the
      original Mortgage Note, endorsed either on its face or by allonge attached
      thereto in blank or in the following form: “Pay to the order of Wells Fargo
      Bank, N.A., as Trustee for HarborView Mortgage Loan Trust Mortgage Loan
      Pass-Through Certificates, Series 2007-1, without recourse”, or with respect to
      any lost Mortgage Note, an original Lost Note Affidavit stating that the
      original Mortgage Note was lost, misplaced or destroyed, together with a copy
      of
      the related Mortgage Note;

     

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

    

      
        
          
          

        

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

     

    (iv) in
      the
      case of each Mortgage Loan that is not a MERS Mortgage Loan, an original
      Assignment, in form and substance acceptable for recording. The Mortgage shall
      be assigned to “Wells Fargo Bank, N.A., as Trustee for HarborView Mortgage Loan
      Trust Mortgage Loan Pass-Through Certificates, Series 2007-1, without
      recourse;”

     

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

     

    (vi) the
      original Primary Insurance Policy, if any, or certificate, if any;

     

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

     

    (viii) with
      respect to any Cooperative Loan, the Cooperative Loan Documents.

     

    In
      connection with the assignment of any MERS Mortgage Loan, the Seller agrees
      that
      it will take (or shall cause the Servicer to take), at the expense of the Seller
      (with the cooperation of the Depositor and the Trustee), such actions as are
      necessary to cause the MERS®
      System
      to indicate that such Mortgage Loans have been assigned by the Seller to the
      Trustee in accordance with this Agreement for the benefit of the
      Certificateholders by including (or deleting, in the case of Mortgage Loans
      that
      are repurchased in accordance with this Agreement) in such computer files the
      information required by the MERS®
      System
      to identify the series of the Certificates issued in connection with the
      transfer of such Mortgage Loans to the HarborView Mortgage Loan Trust 2007-1.
      Notwithstanding anything herein to the contrary, the Trustee is not responsible
      for monitoring any MERS Mortgage Loans.

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

    
      	 	
              SECTION
                2.02.

            	
              Acceptance
                by Trustee.

            


    

     

    The
      Trustee, by execution and delivery hereof, acknowledges receipt by it or by
      the
      Custodian on its behalf of the Mortgage Files pertaining to the Mortgage Loans
      listed on the Mortgage Loan Schedule, subject to review thereof by the Custodian
      on behalf of the Trustee and declares that it holds or will hold all other
      assets included in the definition of “Trust Fund” in trust for the exclusive use
      and benefit of all present and future Certificateholders and the Certificate
      Insurer.

     

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

     

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

     

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

    

      
        
          
          

        

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

     

    
      	 	
              SECTION
                2.03.

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

            


    

     

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

     

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


    
      
        
        

      

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

    

      
        
          
          

        

        
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    (d) Notwithstanding
      anything to the contrary set forth above, with respect to any breach by the
      Seller of a representation or warranty made by the Seller herein or in the
      Mortgage Loan Purchase Agreement that materially and adversely affects the
      value
      of a Mortgage Loan or the Mortgage Loans or the interest therein of the
      Certificateholders or the Certificate Insurer, if the Seller would not be in
      breach of such representation or warranty but for a breach by the Originator
      of
      a representation and warranty made by the Originator in the Servicing Agreement,
      then the Originator thereunder, in the manner and to the extent set forth
      therein, and not the Seller, shall be required to remedy such breach.
In
      addition to such repurchase or substitution obligation, the Seller shall
      indemnify the Trust Fund and hold it harmless against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments, and other costs and expenses resulting from any claim, demand,
      defense or assertion based on or grounded upon, or resulting from, a breach
      of
      the Seller’s representations and warranties contained in Section
      2.04.

     

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

     

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

     

    (f) [Reserved].

     

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


    
      
        
        

      

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

     

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

     

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

    

      
        
          
          

        

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

     

    
      	 	
              SECTION
                2.04.

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

            


    

     

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

     

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

     

    (ii) No
      Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
      Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an annual
      percentage rate (“APR”) or total points and fees that are equal to or exceeds
      the HOEPA thresholds (as defined in 12 C.F.R. 226.32 (a)(1)(i) and (ii)), (b)
      a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
      loan, or “predatory” mortgage loan or any other comparable term, no matter how
      defined under any federal, state or local law, (c) subject to any comparable
      federal, state or local statutes or regulations, or any other statute or
      regulation providing for assignee liability to holders of such mortgage loans,
      or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are
      defined in the then current Standard & Poor’s LEVELS® Glossary Revised,
      Appendix E). In addition, no Mortgage Loan originated on or after October 1,
      2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;


     

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

    

      
        
          
          

        

        
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    (iv) Each
      Group 1 Mortgage Loan has an original principal balance that conforms to Freddie
      Mac guidelines in effect as of the Closing Date.

     

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

     

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


     

    
      	 	
              SECTION
                2.05.

            	
              [Reserved].

            


    

     

    
      	 	
              SECTION
                2.06.

            	
              Representations
                and Warranties of the
                Depositor.

            


    

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

    
      	 	
              SECTION
                2.07.

            	
              Issuance
                of Certificates.

            


    

     

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

     

    
      	 	
              SECTION
                2.08.

            	
              Representations
                and Warranties of the Seller.

            


    

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

     

    
      	 	
              SECTION
                2.09.

            	
              Covenants
                of the Seller. 

            


    

     

    The
      Seller hereby covenants that, except for the transfer hereunder, the Seller
      will
      not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
      therein; the Seller will notify the Trustee, as assignee of the Depositor and
      the Certificate Insurer, of the existence of any lien on any Mortgage Loan
      immediately upon discovery thereof, and the Seller will defend the right, title
      and interest of the Trustee, as assignee of the Depositor, in, to and under
      the
      Mortgage Loans, against all claims of third parties claiming through or under
      the Seller; provided,
      however,
      that
      nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller
      from suffering to exist upon any of the Mortgage Loans any liens for municipal
      or other local taxes and other governmental charges if such taxes or
      governmental charges shall not at the time be due and payable or if the Seller
      shall currently be contesting the validity thereof in good faith by appropriate
      proceedings and shall have set aside on its books adequate reserves with respect
      thereto. The Seller shall, within 30 days after the Closing Date, provide the
      Trustee, the Servicer, the Certificate Insurer and the Depositor a complete
      list
      of each party to the HarborView Mortgage Loan Trust 2007-1
      transaction.

     

    ARTICLE
      III

     

    ADMINISTRATION
      OF THE MORTGAGE LOANS

     

    
      	 	
              SECTION
                3.01.

            	
              Servicing
                of the Mortgage Loans. 

            


    

     

    The
      Servicer will service the Mortgage Loans pursuant to the terms of the Servicing
      Agreement. The Depositor hereby directs the Trustee to execute the Reconstituted
      Servicing Agreement. 

    

      
        
          
          

        

        
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              SECTION
                3.02.

            	
              REMIC-Related
                Covenants.

            


    

     

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

     

    
      	 	
              SECTION
                3.03.

            	
              Release
                of Mortgage Files.

            


    

     

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

     

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

    

      
        
          
          

        

        
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              SECTION
                3.04.

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a) Assessments
      of Compliance.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2008,
      the Trustee and the Custodian, each at its own expense, shall furnish, and
      each
      such party shall cause any Servicing Function Participant engaged by it to
      furnish or otherwise make available, each at its own expense, to the Trustee
      and
      the Depositor, a report on such party’s assessment of compliance with the
      Relevant Servicing Criteria that contains (A) a statement by such party of
      its
      responsibility for assessing compliance with the Relevant Servicing Criteria,
      (B) a statement that such party used the Servicing Criteria to assess compliance
      with the Relevant Servicing Criteria, (C) such party’s assessment of compliance
      with the Relevant Servicing Criteria as of and for the fiscal year covered
      by
      the Form 10-K required to be filed pursuant to Section 3.07(b), including,
      if
      there has been any material instance of noncompliance with the Relevant
      Servicing Criteria, a discussion of each such failure and the nature and status
      thereof, and (D) a statement that a registered public accounting firm has issued
      an attestation report on such party’s assessment of compliance with the Relevant
      Servicing Criteria as of and for such period. 

     

    (ii) No
      later
      than the end of each fiscal year for the Trust Fund for which a Form 10-K is
      required to be filed, the Custodian shall forward to the Trustee and the
      Depositor the name of each Servicing Function Participant engaged by it and
      what
      Relevant Servicing Criteria will be addressed in the report on assessment of
      compliance prepared by such Servicing Function Participant. When the Custodian
      and any Servicing Function Participant engaged by them submit their assessments
      to the Trustee and Depositor, such parties will also at such time include the
      assessment (and attestation pursuant to subsection (b) of this Section 3.04)
      of
      each Servicing Function Participant engaged by it.

     

    (iii) Promptly
      after receipt of each such report on assessment of compliance, the Depositor
      shall review each such report and, if applicable, consult with the Trustee,
      the
      Custodian and any Servicing Function Participant engaged by such parties as
      to
      the nature of any material instance of noncompliance with the Relevant Servicing
      Criteria by each such party.

     

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

    

      
        
          
          

        

        
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    (v) In
      the
      event the Trustee, the Servicer, the Custodian or any Servicing Function
      Participant engaged by such party is terminated, assigns its rights and
      obligations under or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, such party shall provide a
      report on assessment of compliance pursuant to this Section 3.04(a) or to such
      other applicable agreement with respect to the period of time it was subject
      to
      this Agreement or any applicable subservicing agreement, notwithstanding any
      such termination, assignment or resignation.

     

    (b) Attestation
      Reports.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2008,
      the Trustee and the Custodian, each at its own expense, shall cause, and each
      such party shall cause any Servicing Function Participant engaged by it to
      cause, each at its own expense, a registered public accounting firm (which
      may
      also render other services to the Trustee, the Custodian or such other Servicing
      Function Participants, as the case may be) and that is a member of the American
      Institute of Certified Public Accountants to furnish a report to the Trustee
      and
      the Depositor, to the effect that (i) it has obtained a report on assessment
      of
      compliance with the Relevant Servicing Criteria from the management of such
      party, which includes an assertion that such party has complied with the
      Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
      by such firm in accordance with standards for attestation engagements issued
      or
      adopted by the PCAOB, it is expressing an opinion as to whether such party’s
      compliance with the Relevant Servicing Criteria was fairly stated in all
      material respects, or it cannot express an overall opinion regarding such
      party’s assessment of compliance with the Relevant Servicing Criteria. In the
      event that an overall opinion cannot be expressed, such registered public
      accounting firm shall state in such report why it was unable to express such
      an
      opinion. Such report must be available for general use and not contain
      restricted use language. 

     

    (ii) Promptly
      after receipt of each such assessment of compliance and attestation report
      the
      Trustee and the Depositor shall confirm that each assessment submitted pursuant
      to subsection (a) of this Section 3.04 is coupled with an attestation meeting
      the requirements of this Section and notify the Depositor of any
      exceptions.

     

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

     

    (iv) In
      the
      event the Trustee, the Custodian, the Servicer or any Servicing Function
      Participant engaged by such party is terminated, assigns its rights and duties
      under or resigns pursuant to the terms of this Agreement, or any applicable
      custodial agreement, servicing agreement or subservicing agreement, as the
      case
      may be, such party shall cause a registered public accounting firm to provide
      an
      attestation pursuant to this Section 3.04(b) with respect to the period of
      time
      it was subject to this Agreement or any applicable subservicing agreement,
      notwithstanding any such termination, assignment or resignation.

    

      
        
          
          

        

        
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    (v) The
      Trustee’s and the Custodian’s obligation to provide assessments of compliance
      and attestations under this Section 3.04 shall terminate upon the filing of
      a
      Form 15 suspension notice on behalf of the Trust Fund.

     

    (c) The
      Trustee’s obligation to provide assessments of compliance and attestations under
      this Section 3.04 shall terminate when the Trust Fund is no longer required
      to
      file reports pursuant to Section 15(d) of the Exchange Act.

     

    
      	 	
              SECTION
                3.05.

            	
              Enforcement
                of Regulation AB Deliverables.

            


    

     

    If
      the
      Servicer or any Servicing Function Participant engaged by it fails to deliver
      any certifications, assessments, attestations or statements of compliance to
      the
      Trustee within the time specified in the Servicing Agreement, the Trustee shall
      notify the Servicer or any such Servicing Function Participant in writing of
      such failure, with a copy of such notice to be delivered to the Seller and
      the
      Depositor. If at the end of the applicable cure period the Servicer or any
      Servicing Function Participant has failed to deliver any of the required
      certifications, assessments, attestations or statements of compliance, the
      Trustee shall notify the Seller and the Depositor of such failure to deliver
      the
      required certifications, assessments, attestations or statements of compliance
      pursuant to the Servicing Agreement.

     

    
      	 	
              SECTION
                3.06.

            	
              Sarbanes-Oxley
                Certification.

            


    

     

    Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Trustee and the Servicer
      shall
      provide, and each such party shall cause any Servicing Function Participant
      engaged by it to provide, to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying Person”), by March 10 (with a 5 calendar day cure
      period) of each year in which the Trust Fund is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up Certification”) in the form
      of Exhibit M-1 hereto (or, in the case of the Trustee, the form attached hereto
      as Exhibit M-2) upon which the Certifying Person, the entity for which the
      Certifying Person acts as an officer, and such entity’s officers, directors and
      Affiliates (collectively with the Certifying Person, “Certification Parties”)
      can reasonably rely. A senior officer of the Depositor shall serve as the
      Certifying Person on behalf of the Trust Fund. Such officer of the Certifying
      Person can be contacted by facsimile at (203) 618-2596. In the event any such
      party or any Servicing Function Participant engaged by such party is terminated
      or resigns pursuant to the terms of this Agreement, or any applicable
      subservicing agreement, as the case may be, such party shall provide a Back-Up
      Certification to the Certifying Person pursuant to this Section 3.06 with
      respect to the period of time it was subject to this Agreement or any applicable
      subservicing agreement, as the case may be.

     

    
      	 	
              SECTION
                3.07.

            	
              Reports
                Filed with Securities and Exchange
                Commission.

            


    

     

    The
      Trustee shall reasonably cooperate with the Depositor in connection with the
      Trust Fund’s satisfying the reporting requirements under the Exchange
      Act.

     

    (a) Reports
      Filed on Form 10-D.

    

      
        
          
          

        

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

     

    (ii) As
      set
      forth on Exhibit R hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the HarborView Mortgage Loan Trust 2007-1 transaction
      shall be required to provide to the Trustee, the Depositor and McKee Nelson
      LLP,
      to the extent known by a responsible officer thereof, in EDGAR-compatible form
      (which may be Word or Excel documents easily convertible to EDGAR format),
      or in
      such other form as otherwise agreed upon by the Trustee and such party, the
      form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit U hereto
      (an
“Additional Disclosure Notification”) and (ii) the Depositor will approve, as to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Seller will be responsible
      for
      any reasonable fees and expenses assessed or incurred by the Trustee in
      connection with including any Additional Form 10-D Disclosure in Form 10-D
      pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-D, the Trustee shall, no later than 10 calendar days
      after
      the Distribution Date, forward electronically a copy of the Form 10-D to the
      Depositor and McKee Nelson LLP. Within two Business Days after receipt of such
      copy, but no later than the 12th calendar day after the Distribution Date (or
      the next succeeding Business Day), (i) the Depositor shall notify the Trustee
      in
      writing of any changes to or approval of such Form 10-D and (ii) an officer
      of
      the Depositor shall execute the Form 10-D and return an electronic or fax copy
      of such executed Form 10-D (with an original executed hard copy to follow by
      overnight mail). Upon receipt of the executed Form 10-D and in the absence
      of
      receipt of any written changes or approval, the Trustee shall be entitled to
      assume that such Form 10-D is in final form the Trustee may proceed with the
      filing of Form 10-D. If a Form 10-D cannot be filed on time or if a previously
      filed Form 10-D needs to be amended, the Trustee will follow the procedures
      set
      forth in subsection (d)(ii) of this Section 3.07. Promptly (but no later than
      1
      Business Day) after filing with the Commission, the Trustee will make available
      on its internet website a final executed copy of each Form 10-D filed by the
      Trustee. Each party to this Agreement acknowledges that the performance by
      the
      Depositor and the Trustee of their respective duties under this Section 3.07(a)
      related to the timely preparation, execution and filing of Form 10-D is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Section 3.07(a). The Trustee shall have
      no liability for any loss, expense, damage, claim arising out of or with respect
      to any failure to properly prepare and/or timely file such Form 10-D, where
      such
      failure results from the Trustee’s inability or failure to receive, on a timely
      basis, any information from any other party hereto needed to prepare, arrange
      for execution or file such Form 10-D, and for any erroneous, inaccurate or
      incomplete information or certification provided to the Trustee, not resulting
      from its own negligence, bad faith or willful misconduct.


    
      
        
        

      

      
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    (iv) Form
      10-D
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” At the date of the filing of each
      report on Form 10-D with respect to the Trust Fund, the Depositor shall be
      deemed to represent to the Trustee that, as of such date, the Depositor has
      filed all such required reports during the preceding 12 months and that it
      has
      been subject to such filing requirement for the past 90 days. The Depositor
      shall notify the Trustee in writing, no later than the fifth calendar day after
      the related Distribution Date with respect to the filing of a report on Form
      10-D if the answer to the questions should be “no.” The Trustee shall be
      entitled to rely on such representations in preparing and/or filing any such
      report.

     

    (b) Reports
      Filed on Form 10-K.

     

    (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust Fund in
      which a Form 10-K is required to be filed or such earlier date as may be
      required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
      that the fiscal year for the Trust Fund ends on December 31st
      of each
      year), commencing in March 2008, the Trustee shall prepare and file on behalf
      of
      the Trust Fund a Form 10-K, in form and substance as required by the Exchange
      Act. Each such Form 10-K shall include the following items, in each case to
      the
      extent they have been delivered to the Trustee within the applicable time frames
      set forth in this Agreement and the Servicing Agreement, (i) an annual
      compliance statement for the Servicer and any Servicing Function Participant
      engaged by such parties (with each of the Trustee and the Custodian, a
“Reporting Servicer”) as described under Section 3.05 and in such other
      agreement, (ii)(A) the annual reports on assessment of compliance with servicing
      criteria for each Reporting Servicer, as described under Section 3.04(a), and
      (B) if any Reporting Servicer’s report on assessment of compliance with
      servicing criteria described under Section 3.04(a) identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 3.04(a) is not included as
      an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, (iii)(A) the registered public
      accounting firm attestation report for each Reporting Servicer, as described
      under Section 3.04(b), and (B) if any registered public accounting firm
      attestation report described under Section 3.04(b) identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (iv) a Sarbanes-Oxley Certification as described in Section 3.06; provided,
      however,
      that
      the Trustee and the Depositor, at their discretion, may omit from the Form
      10-K
      any annual compliance statement, assessment of compliance or attestation report
      that is not required to be filed with such Form 10-K pursuant to Regulation
      AB.
      Any disclosure or information in addition to (i) through (iv) above that is
      required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall
      be reported by the responsible parties set forth on Exhibit O to the Depositor
      and Trustee and directed and approved by the Depositor pursuant to the following
      paragraph and the Trustee will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-K Disclosure, except
      as
      set forth in the next paragraph.


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit R hereto, no later than March 10 (with a 5 calendar day cure
      period) of each year that the Trust Fund is subject to the Exchange Act
      reporting requirements, commencing in 2008, (i) the parties to the HarborView
      Mortgage Loan Trust 2007-1 transaction shall be required to provide to the
      Trustee and the Depositor, to the extent known by a responsible officer thereof,
      in EDGAR-compatible form (which may be Word or Excel documents easily
      convertible to EDGAR format), or in such other form as otherwise agreed upon
      by
      the Trustee and such party, the form and substance of any Additional Form 10-K
      Disclosure, if applicable, together with an Additional Disclosure Notification
      and (ii) the Depositor will approve, as to form and substance, or disapprove,
      as
      the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
      10-K. The Seller will be responsible for any reasonable fees and expenses
      assessed or incurred by the Trustee in connection with including any Additional
      Form 10-K Disclosure in Form 10-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-K, the Trustee shall forward electronically a copy of
      the
      Form 10-K to the Depositor and McKee Nelson LLP. Within three Business Days
      after receipt of such copy, but no later than March 25th,
      (i) the
      Depositor shall notify the Trustee in writing of any changes to or approval
      of
      such Form 10-K and (ii) an officer of the Depositor shall execute the Form
      10-K
      and return an electronic or fax copy of such executed Form 10-K (with an
      original executed hard copy to follow by overnight mail). Upon receipt of the
      executed Form 10-K and in the absence of receipt of any written changes or
      approval, the Trustee shall be entitled to assume that such Form 10-K is in
      final form and the Trustee may proceed with the filing of the Form 10-K. If
      a
      Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
      to be
      amended, the Trustee will follow the procedures set forth in subsection (d)(ii)
      of this Section 3.07. Promptly (but no later than 1 Business Day) after filing
      with the Commission, the Trustee will make available on its internet website
      a
      final executed copy of each Form 10-K filed by the Trustee. The parties to
      this
      Agreement acknowledge that the performance by the Depositor and the Trustee
      of
      its duties under this Section 3.07(b) related to the timely preparation,
      execution and filing of Form 10-K is contingent upon such parties (and any
      Servicing Function Participant) strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 3.07(b), Section 3.06,
      Section 3.05, Section 3.04(a) and Section 3.04(b). Neither the Servicer nor
      the
      Trustee shall have any liability for any loss, expense, damage or claim arising
      out of or with respect to any failure to properly prepare, execute and/or timely
      file such Form 10-K, where such failure results from the Trustee’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, and
      for
      any erroneous, inaccurate or incomplete information or certification provided
      to
      the Trustee, not resulting from its own negligence, bad faith or willful
      misconduct.


    
      
        
        

      

      
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    (iv) Form
      10-K
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” The Depositor hereby represents to
      the Trustee that the Depositor has filed all such required reports during the
      preceding 12 months and that it has been subject to such filing requirement
      for
      the past 90 days. The Depositor shall notify the Trustee in writing, no later
      than March 15th with respect to the filing of a report on Form 10-K, if the
      answer to the questions should be “no.” The Trustee shall be entitled to rely on
      such representations in preparing and/or filing any such report.

     

    (c) Reports
      Filed on Form 8-K.

     

    (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Trustee shall prepare and file on behalf of the Trust Fund a
      Form
      8-K, as required by the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included in Form 8-K (“Form 8-K Disclosure
      Information”) shall be reported by the responsible parties set forth on Exhibit
      O to the Depositor and Trustee and directed and approved by the Depositor
      pursuant to the following paragraph and the Trustee will have no duty or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph.

     

    (ii) As
      set
      forth on Exhibit R hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than noon Eastern Standard Time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
      to the HarborView Mortgage Loan Trust 2007-1 transaction shall be required
      to
      provide to the Trustee and the Depositor, in EDGAR-compatible form (which may
      be
      Word or Excel documents easily convertible to EDGAR format), or in such other
      form as otherwise agreed upon by the Trustee and such party, the form and
      substance of any Form 8-K Disclosure Information, if applicable, together with
      an Additional Disclosure Notification in the form of Exhibit U hereto and (ii)
      the Depositor will approve, as to form and substance, or disapprove, as the
      case
      may be, the inclusion of the Form 8-K Disclosure Information. The Seller will
      be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Trustee in connection with including any Form 8-K Disclosure Information in
      Form
      8-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 8-K, the Trustee shall forward electronically a copy of
      the
      Form 8-K to the Depositor and McKee Nelson LLP by noon New York City time on
      the
      3rd Business Day after the occurrence of a Reportable Event. Promptly, but
      no
      later than the close of business on the third Business Day after the Reportable
      Event, (i) the Depositor shall notify the Trustee in writing of any change
      to or
      approval of such Form 8-K and (ii) an officer of the Depositor shall execute
      the
      Form 8-K and return an electronic or fax copy of such executed Form 8-K (with
      an
      original executed hard copy to follow by overnight mail). Upon receipt of the
      executed Form 8-K and in the absence of receipt of any written changes or
      approval, the Trustee shall be entitled to assume that such Form 8-K is in
      final
      form and the Trustee may proceed with filing of the Form 8-K. If a Form 8-K
      cannot be filed on time or if a previously filed Form 8-K needs to be amended,
      the Trustee will follow the procedures set forth in subsection (d)(ii) of this
      Section 3.07. Promptly (but no later than 1 Business Day) after filing with
      the
      Commission, the Trustee will, make available on its internet website a final
      executed copy of each Form 8-K filed by the Trustee. The parties to this
      Agreement acknowledge that the performance by the Depositor and the Trustee
      of
      their respective duties under this Section 3.07(c) related to the timely
      preparation, execution and filing of Form 8-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 3.07(c). The Trustee shall have no liability for any loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file such Form 8-K, where such failure results
      from the Trustee’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 8-K, not resulting from its own negligence, bad faith or
      willful misconduct.

    

      
        
          
          

        

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

     

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

     

    (ii) In
      the
      event that the Trustee is unable to timely file with the Commission all or
      any
      required portion of any Form 8-K, 10-D or 10-K required to be filed by this
      Agreement because required disclosure information was either not delivered
      to it
      or delivered to it after the delivery deadlines set forth in this Agreement
      or
      for any other reason, the Trustee will promptly notify the Depositor and McKee
      Nelson LLP either via mail, e-mail or telephone. In the case of Form 10-D and
      10-K, the parties to this Agreement will cooperate to prepare and file a Form
      12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the
      Exchange Act. In the case of Form 8-K, the Trustee shall, upon receipt of all
      required Form 8-K Disclosure Information and upon the approval and direction
      of
      the Depositor, include such disclosure information on the next Form 10-D. In
      the
      event that that the Trustee has actual knowledge or has received notice that
      any
      previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with
      any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or
      any
      Additional Form 8-K Disclosure Information or any amendment to such disclosure
      (other than for the purpose of restating any Distribution Date Statement),
      the
      Trustee will electronically notify the Depositor and McKee Nelson LLP and such
      other parties to the transaction as are affected by such amendment and such
      parties will cooperate to prepare any necessary 8-KA, 10-D/A or 10-K/A. Any
      Form
      15, Form 12b-25 or any amendment to Form 8-K, Form 10-K or 10-D shall be signed
      by an officer of the Depositor. The parties to this Agreement acknowledge that
      the performance by the Depositor and the Trustee of their respective duties
      under this Section 3.07(d) related to the timely preparation, execution and
      filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
      is
      contingent upon each such party performing its duties under this Section 3.07.
      The Trustee shall not have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare and/or timely
      file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
      10-K,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, and for any erroneous, inaccurate or
      incomplete information or certification provided to the Trustee, not resulting
      from its own negligence, bad faith or willful misconduct.


    
      
        
        

      

      
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    (e) Not
      later
      than March 15 of each year (beginning in 2008) (or, if such day is not a
      Business Day, the immediately preceding Business Day), the Trustee shall sign
      the Trustee Certification (in the form attached hereto as Exhibit P) for the
      benefit of the Depositor and its officers, directors and
      affiliates.

     

    Any
      notice or notification required to be delivered by the Trustee to the Depositor
      pursuant to this Section 3.07 may be delivered via facsimile to
      (203) 618-2596 or telephonically by calling (203) 422-4284 and any notice
      or notification required to be delivered by the Trustee to McKee Nelson LLP
      pursuant to this Section 3.07, may be delivered via e-mail to
      RBSGC@mckeenelson.com.

     

    
      	 	
              SECTION
                3.08.

            	
              Additional
                Information.

            


    

     

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

     

    
      	 	
              SECTION
                3.09.

            	
              Intention
                of the Parties and
                Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Section 3.04 through
      Section 3.09 of this Agreement is to facilitate compliance by the Trustee and
      the Depositor with the provisions of Regulation AB promulgated by the Commission
      under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
      amended from time to time and subject to such clarification and interpretive
      advice as may be issued by the staff of the Commission from time to time.
      Therefore, each of the parties agrees that (a) the obligations of the parties
      hereunder shall be interpreted in such a manner as to accomplish that purpose,
      (b) the parties’ obligations hereunder will be supplemented and modified as
      necessary to be consistent with any such amendments, interpretive advice or
      guidance, convention or consensus among active participants in the asset-backed
      securities markets, advice of counsel, or otherwise in respect of the
      requirements of Regulation AB, (c) the parties shall comply with the reasonable
      requests made by the Trustee or the Depositor for delivery of such additional
      or
      different information as the Trustee or the Depositor may determine in good
      faith is necessary to comply with the provisions of Regulation AB, and (d)
      no
      amendment of this Agreement shall be required to effect any such changes in
      the
      parties’ obligations as are necessary to accommodate evolving interpretations of
      the provisions of Regulation AB.


    
      
        
        

      

      
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              SECTION
                3.10.

            	
              Indemnification
                by the Trustee.

            


    

     

    (a) The
      Trustee agrees to indemnify the Depositor, its officers, directors, agents
      and
      employees for, and to hold them harmless against, any losses, damages,
      penalties, fines, forfeitures, legal fees and expenses and related costs,
      judgments, and any other costs, fees and expenses (except as otherwise provided
      herein with respect to expenses) (including reasonable legal fees and
      disbursements of counsel) incurred on their part (i) in connection with, arising
      out of, or relating to the Trustee’s failure to file a Form 10-D or Form 10-K in
      accordance with Section 3.07 or any failure by the Trustee to deliver any
      information, report or certification, when and as required under Section 8.01,
      (ii) by reason of the Trustee’s willful misfeasance, reckless disregard, bad
      faith or negligence in the performance of such obligations pursuant to Section
      3.07 or (iii) any material misstatement or omission made in the Trustee
      Certification; provided,
      in each
      case, that with respect to any such claim or legal action (or pending or
      threatened claim or legal action), such indemnified Person shall have given
      the
      Trustee written notice thereof promptly after such indemnified Person shall
      have
      with respect to such claim or legal action knowledge thereof; provided,
      however,
      that
      such agreement by the Trustee to indemnify and hold harmless such Person shall
      not include or apply to any such losses, damages, penalties, fines, forfeitures,
      legal fees or expenses or related costs, judgments, or any other costs, fees
      or
      expenses arising from, caused by or resulting from the actions or omissions
      of
      any Person other than the Trustee, including without limitation the negligence,
      willful misfeasance, bad faith or reckless disregard of duties or obligations
      under or pursuant to this Agreement, the Servicing Agreement or other applicable
      agreement by the Depositor or the Servicer, including without limitation any
      erroneous, inaccurate or incomplete information or certification provided to
      the
      Trustee by the Depositor or the Servicer in connection with, or any failure
      or
      delay on the part of the Depositor or the Servicer to provide any information
      or
      certification necessary to, the Trustee’s performance under Section 3.07. If the
      indemnification provided for in this Section 3.10 is unavailable or insufficient
      to hold harmless such indemnified Persons, then the Trustee shall contribute
      to
      the amount paid or payable by such indemnified Persons as a result of the
      losses, claims, damages or liabilities of such indemnified Persons in such
      proportion as is appropriate to reflect the relative fault of the Depositor
      on
      the one hand and the Trustee on the other. This indemnity shall survive the
      resignation or removal of the Trustee and the termination of this Agreement.
      Notwithstanding the foregoing, in no event shall the Trustee be liable for
      any
      consequential, indirect or punitive damages.

     

    (b) The
      Trust
      Fund will indemnify any Indemnified Person for any loss, liability or expense
      of
      any Indemnified Person not otherwise referred to in Subsection (a)
      above.

     

    
      	 	
              SECTION
                3.11.

            	
              [Reserved].

            


    

     

    
      	 	
              SECTION
                3.12.

            	
              Reporting
                Requirements of the Commission.

            


    

     

    To
      the
      extent that, following the Closing Date, the content of Forms 8-K, 10-D, 10-K,
      15 or other Forms required by the Exchange Act and the Rules and Regulations
      of
      the Commission and the time by which such Forms are required to be filed,
      differs from the provisions of this Agreement, the Trustee, the Depositor and
      the Seller hereby agree that each shall reasonably cooperate to amend the
      provisions of this Agreement (in accordance with Section 12.01) in order to
      comply with such amended reporting requirements and such amendment of this
      Agreement. Notwithstanding the foregoing, the Trustee shall be obligated to
      enter into any amendment pursuant to this Section that adversely affects its
      obligations or immunities under this Agreement.

    

      
        
          
          

        

        
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    ARTICLE
      IV

     

    ACCOUNTS

     

    
      	 	
              SECTION
                4.01.

            	
              Servicing
                Accounts.

            


    

     

    (a) The
      Servicer shall establish and maintain one or more custodial accounts (the
“Servicing Accounts”) in accordance with the Servicing Agreement, with records
      to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis,
      into
      which accounts shall be deposited within 48 hours (or as of such other time
      specified in the Servicing Agreement) of receipt all collections of principal
      and interest on any Mortgage Loan and with respect to any REO Property received
      by the Servicer, including Principal Prepayments, Prepayment Penalty Amounts,
      Insurance Proceeds, Liquidation Proceeds, Recoveries and advances made from
      the
      Servicer’s own funds (less, in the case of the Servicer, the applicable
      servicing compensation, in whatever form and amounts as permitted by the
      Servicing Agreement) and all other amounts to be deposited in each such
      Servicing Account. The Servicer is hereby authorized to make withdrawals from
      and deposits to the Servicing Account for purposes required or permitted by
      this
      Agreement and the Servicing Agreement. For the purposes of this Agreement,
      Servicing Accounts shall also include such other accounts as the Servicer
      maintains for the escrow of certain payments, such as taxes and insurance,
      with
      respect to certain Mortgaged Properties. The Servicing Agreement sets forth
      the
      criteria for the segregation, maintenance and investment of each Servicing
      Account, the contents of which are acceptable to the parties hereto as of the
      date hereof and changes to which shall not be made unless such changes are
      made
      in accordance with the provisions of Section 12.01 hereof. 

     

    (b) To
      the
      extent provided in the Servicing Agreement and subject to this Article IV,
      on or
      before each Servicer Remittance Date, the Servicer shall withdraw or shall
      cause
      to be withdrawn from the Servicing Accounts and shall immediately remit or
      cause
      to be remitted to the Trustee for deposit into the Distribution Account amounts
      representing the following collections and payments (other than with respect
      to
      principal of or interest on the Mortgage Loans due on or before the Cut-off
      Date) with respect to each of the Mortgage Loans it is servicing:

     

    (i) Monthly
      Payments on the Mortgage Loans received or any related portion thereof advanced
      by the Servicer pursuant to the Servicing Agreement which were due on or before
      the related Due Date, net of the amount thereof comprising the Servicing Fees
      and Lender Paid Mortgage Insurance Fees, if any;

     

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

    

      
        
          
          

        

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

     

    (iv) Prepayment
      Penalty Amounts, if any; and

     

    (v) any
      amount to be used as a delinquency advance or to pay any Interest Shortfalls,
      in
      each case, as required to be paid under the Servicing Agreement. 

     

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

     

    
      	 	
              SECTION
                4.02.

            	
              Distribution
                Account. 

            


    

     

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

     

    (i) any
      amounts withdrawn from a Servicing Account pursuant to Section 4.01(b) and
      the
      Servicing Agreement and remitted to the Trustee; 

     

    (ii) any
      amounts required to be deposited by the Trustee with respect to the Mortgage
      Loans pursuant to this Agreement;

     

    (iii) the
      Purchase Price with respect to any Mortgage Loans purchased by the Seller or
      the
      Originator under this Agreement or the Purchase Agreement, as applicable, any
      Substitution Adjustments pursuant to Section 2.03 of this Agreement, any
      purchase price paid by any NIMS Insurer for the purchase of any Distressed
      Mortgage Loan under Section 10.03, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto purchased by the Terminator pursuant
      to
      Section 10.01;

    

      
        
          
          

        

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

     

    (v) any
      other
      amounts so required to be deposited in the Distribution Account pursuant to
      this
      Agreement.

     

    In
      addition, on the Closing Date the Seller shall deposit $1,150,869.50 into the
      Distribution Account for distribution to the Certificateholders in accordance
      with Section 5.01(a). Such amount shall be deemed to be part of the Principal
      Remittance Amount for the Distribution Date in March 2007. 

     

    (b) All
      amounts deposited to the Distribution Account shall be held by the Trustee
      in
      trust for the benefit of the Certificateholders and the Certificate Insurer
      in
      accordance with the terms and provisions of this Agreement. The requirements
      for
      crediting the Distribution Account shall be exclusive, it being understood
      and
      agreed that, without limiting the generality of the foregoing, payments in
      the
      nature of (i) late payment charges or assumption fees, tax service fees,
      statement account charges or payoff charges, substitution, satisfaction, release
      and other like fees and charges and (ii) the items enumerated in Subsections
      4.03(a)(i) through (viii) and (xii) with respect to the Servicer, need not
      be
      remitted by the Servicer to the Trustee. In the event that the Servicer has
      remitted to the Trustee any amount not required to be credited to the
      Distribution Account, the Servicer may at any time, by delivery of a written
      request signed by a Servicing Officer of the deposited in error, direct the
      Trustee to withdraw such amount from the Distribution Account for repayment
      to
      the Servicer. In the event that the Trustee has deposited to the Distribution
      Account any amount not required to be credited thereto, it may at any time,
      withdraw such amount from the Distribution Account.

     

    (c) The
      amount at any time credited to the Distribution Account shall, if invested,
      be
      invested at the direction of the Trustee, in the name of the Trustee, or its
      nominee, for the benefit of the Certificateholders and the Certificate Insurer,
      in Permitted Investments as follows. All Permitted Investments and investment
      income with respect to the investment of funds in the Distribution Account
      shall
      be for the benefit of the Trustee on behalf of the Certificateholders and the
      Certificate Insurer. All Permitted Investments shall mature or be subject to
      redemption or withdrawal on or before, and shall be held until, the Business
      Day
      prior to the next succeeding Distribution Date (except that if such Permitted
      Investment is an obligation of the Trustee, then such Permitted Investment
      shall
      mature not later than such applicable Distribution Date). Any and all investment
      earnings from such Permitted Investments shall be paid to the Trustee, and
      the
      risk of loss of moneys resulting from such investments shall be borne by and
      be
      the risk of the Trustee. The Trustee shall deposit the amount of any such loss
      in the Distribution Account within two Business Days of receipt of notification
      of such loss but not later than the next succeeding Distribution
      Date.


    
      
        
        

      

      
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              SECTION
                4.03.

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            


    

     

    (a) The
      Trustee shall, from time to time, withdraw or transfer funds from the
      Distribution Account to the Servicer, to the Certificate Insurer or to itself
      for the following purposes:

     

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

     

    (ii) to
      reimburse the Servicer from Insurance Proceeds or Liquidation Proceeds relating
      to a particular Mortgage Loan for amounts expended by the Servicer in good
      faith
      in connection with the restoration of the related Mortgaged Property which
      was
      damaged by an Uninsured Cause or in connection with the liquidation of such
      Mortgage Loan;

     

    (iii) to
      reimburse the Servicer from Insurance Proceeds relating to a particular Mortgage
      Loan for insured expenses incurred with respect to such Mortgage Loan and to
      reimburse the Servicer from Liquidation Proceeds from a particular Mortgage
      Loan
      for Liquidation Expenses incurred with respect to such Mortgage Loan;


     

    (iv) to
      pay
      the Servicer, as appropriate, from Liquidation Proceeds or Insurance Proceeds
      received in connection with the liquidation of any Mortgage Loan, the amount
      which the Servicer would have been entitled to receive under subclause (xii)
      of
      this Subsection 4.03(a) as servicing compensation on account of each defaulted
      scheduled payment on such Mortgage Loan if paid in a timely manner by the
      related Mortgagor;

     

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

     

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

     

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

     

    (viii) to
      pay
      the Servicer its monthly Servicing Fee and any other servicing compensation
      payable pursuant to the Servicing Agreement;

    

      
        
          
          

        

        
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    (ix) to
      pay
      the Trustee any investment income;

     

    (x) [Reserved];

     

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

     

    (xii) to
      reimburse the Trustee for expenses, costs and liabilities incurred by or
      reimbursable to it pursuant to Sections 8.05, 8.17 or 8.18;

     

    (xiii) to
      reimburse the Yield Maintenance Administrator for expenses, costs and
      liabilities incurred by or reimbursable to it pursuant to Section
      8.19;

     

    (xiv) to
      pay
      the Certificate Insurer, the Aggregate Premium Amount;

     

    (xv) to
      reimburse the Yield Maintenance Administrator for expenses, costs and
      liabilities incurred by or reimbursable to it as a result of the performance
      of
      its duties under the Yield Maintenance Allocation Agreement and the Yield
      Maintenance Agreement pursuant to Section 8.19; and

     

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

     

    (b) The
      Trustee shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of accounting for any payments or
      reimbursements from the Distribution Account pursuant to subclauses (i) through
      (viii), inclusive and (xi) or with respect to any such amounts which would
      have
      been covered by such subclauses had the amounts not been retained by the Trustee
      without being deposited in the Distribution Account under Section
      4.02(b).

     

    (c) In
      order
      to comply with its duties under the USA PATRIOT Act of 2001, the Trustee shall
      obtain and verify certain information and documentation from the other parties
      hereto, including, but not limited to, each such party’s name, address and other
      identifying information.

     

    (d) On
      each
      Distribution Date, the Trustee, as Paying Agent, shall withdraw funds on deposit
      in the Distribution Account to the extent of the aggregate Available Funds
      and
      distribute such amounts to the Holders of the Certificates and any other parties
      entitled thereto in accordance with Section 5.01.

     

    
      	 	
              SECTION
                4.04.

            	
              [Reserved].

            


    

     

    SECTION
      4.05. Financial
      Guaranty Insurance Policy.

     

    (a) The
      Trustee shall cause to be established and maintained the Policy Account, into
      which amounts received by the Trustee pursuant to the Financial Guaranty
      Insurance Policy shall be deposited for the benefit of the Insured Certificates.
      Amounts on deposit in the Policy Account shall not be invested and shall not
      be
      held in an interest-bearing account. The Policy Account shall be opened by
      the
      Trustee upon receipt of the first payment on the Financial Guaranty Insurance
      Policy.

    

      
        
          
          

        

        
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    (b) As
      soon
      as possible, and in no event later than 12:00 noon New York time on the second
      Business Day immediately preceding any Distribution Date, the Trustee shall
      furnish the Certificate Insurer and the Servicer with a completed Notice in
      the
      form set forth as Exhibit A to the Endorsement to the Financial Guaranty
      Insurance Policy in the event that there is a Deficiency Amount with respect
      to
      the Holders of the Insured Certificates, on such Distribution Date; provided,
      however,
      that if
      such Distribution Date is the Final Distribution Date, the Notice shall also
      include the outstanding Class Principal Balances of the Insured Certificates,
      after giving effect to all payments of principal on each Class of Insured
      Certificates on such Final Distribution Date, other than pursuant to the
      Financial Guaranty Insurance Policy. The Notice shall specify the amount of
      Insured Amounts for the each Class of Insured Certificate and shall constitute
      a
      claim for an Insured Amount pursuant to the Financial Guaranty Insurance Policy.
      

     

    (c) Upon
      receipt of an Insured Amount from the Certificate Insurer on behalf of the
      Holders of the Insured Certificates, the Trustee shall deposit such Insured
      Amount into the Policy Account. All such amounts on deposit in the Policy
      Account shall remain uninvested. 

     

    (d) The
      Trustee shall include on each Distribution Date any Insured Amounts received
      by
      it from or on behalf of the Certificate Insurer for such Distribution Date
      (i)
      in the amount distributed to the Holders of the Insured Certificates pursuant
      to
      Section 5.01 and (ii) in the amount deemed to have been distributed to the
      Class
      1A-1B and Class 2A-1C1 regular interests and deposited for their benefit into
      the Distribution Account. If on any Distribution Date the Trustee determines
      that the Certificate Insurer has paid more under the Financial Guaranty
      Insurance Policy than is required by the terms thereof, the Trustee shall
      promptly return the excess amount to the Certificate Insurer.

     

    (e) The
      Trustee shall (i) receive as attorney-in-fact of the Holders of the Insured
      Certificates any Insured Amount delivered to it by the Certificate Insurer
      for
      payment to such Holders and (ii) distribute such Insured Amount to such Holders
      as set forth in Section 5.01. Insured Amounts disbursed by the Trustee from
      proceeds of the Financial Guaranty Insurance Policy shall not be considered
      payment by the Trust Fund with respect to the Insured Certificates, nor shall
      such disbursement of Insured Amounts discharge the obligations of the Trust
      Fund
      with respect to the amounts thereof, and the Certificate Insurer shall become
      owner of such amounts to the extent covered by such Insured Amounts as the
      deemed assignee of such Holders. The Trustee hereby agrees on behalf of the
      Holders of the Insured Certificates (and each such Holder, by its acceptance
      of
      its Insured Certificates, hereby agrees) for the benefit of the Certificate
      Insurer that, to the extent the Certificate Insurer pays any Insured Amount,
      either directly or indirectly (as by paying through the Trustee), to any Holder
      of an Insured Certificates, the Certificate Insurer will be entitled to be
      subrogated to any rights of such Holder to receive the amounts for which such
      Insured Amount was paid, to the extent of such payment, and will be entitled
      to
      receive the Certificate Insurer Reimbursement Amount as set forth in Section
      5.01. The Trustee as attorney-in-fact of the Holders of the Insured Certificates
      shall assign to the Certificate Insurer the rights of such Holder with respect
      to the Class 1A-1B and Class 2A-1C1 Certificates to the extent of such Insured
      Amount until the Certificate Insurer has been fully reimbursed therefore in
      accordance with the terms of the Financial Guaranty Insurance Policy. To
      evidence such subrogation, the Trustee shall note the Certificate Insurer’s
      rights as subrogee upon the register of Certificateholders upon receipt from
      the
      Certificate Insurer of proof of payment of any Insured Amount.


    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    


     

    (f) At
      the
      end of the Term of the Financial Guaranty Insurance Policy (as defined in the
      Financial Guaranty Insurance Policy), the Trustee shall return the Financial
      Guaranty Insurance Policy to the Certificate Insurer for
      cancellation.

     

    ARTICLE
      V

     

    FLOW
      OF FUNDS

     

    
      	 	
              SECTION
                5.01.

            	
              Distributions.

            


    

     

    (a) Distributions
      From Available Funds.
      On each
      Distribution Date and after making any withdrawals from the Distribution Account
      pursuant to Section 4.03(a), the Trustee, as Paying Agent, shall withdraw funds
      on deposit in the Distribution Account to the extent of Available Funds for
      each
      Loan Group for such Distribution Date and, based on the Distribution Date
      Statement, make the following disbursements and transfers as set forth
      below:

     

    (i) The
      Interest Remittance Amount for the related Loan Group, the Available Funds
      for
      each Loan Group shall be distributed on each Distribution Date other than on
      the
      Distribution Date following the optional purchase of the Mortgage Loans by
      the
      Terminator pursuant to Section 10.01(a) in the following order of
      priority:

     

    
      	 	
              (A)

            	
              on
                the Distribution Date commencing in March 2017 and on each Distribution
                Date thereafter until the Final Maturity Reserve Termination Date,
                for
                deposit in the Final Maturity Reserve Account, the Group 1 Final
                Maturity
                Reserve Amount and the Group 2 Final Maturity Reserve
                Amount;

            


    

     

    
      	 	
              (B)

            	
              from
                the remaining Interest Remittance Amount for the related Loan Group
                pro
                rata to
                the holders of the Class 1A-1A and Class 1A-1B Certificates and
                pro
                rata to
                the Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates,
                as applicable, the related Interest Distributable Amount, if any,
                to which
                each such Class is entitled, in each case, on a pro
                rata
                basis to each such Class in the related Certificate Group based on
                the
                amounts due such Class; provided,
                that if the Interest Remittance Amount for Loan Group 1 is insufficient
                to
                pay the Class 1A-1A and Class 1A-1B Certificates, the related Interest
                Distributable Amount, the Trustee shall withdraw the amount of such
                deficiency shortfalls from the Interest Remittance Amount for Loan
                Group 2
                after distributions are made of the Interest Distributable Amount
                to the
                Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates,
                and
                if the Interest Remittance Amount for Loan Group 2 is insufficient
                to pay
                the Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates
                the related Interest Distributable Amount, the Trustee shall withdraw
                the
                amount of such deficiency shortfalls from the Interest Remittance
                Amount
                for Loan Group 1 after distributions are made of the Interest
                Distributable Amount to the Class 1A-1A and Class 1A-1B
                Certificates;

            


    


    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (C)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups,
                reimbursement amounts owed to the Certificate
                Insurer;

            


    

     

    
      	 	
              (D)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-1 Certificates, the related Monthly Interest
                Distributable Amount;

            


    

     

    
      	 	
              (E)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-2 Certificates, the related Monthly Interest
                Distributable Amount; 

            


    

     

    
      	 	
              (F)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-3 Certificates, the related Monthly Interest
                Distributable Amount;

            


    

     

    
      	 	
              (G)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-4 Certificates, the related Monthly Interest
                Distributable Amount;

            


    

     

    
      	 	
              (H)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-5 Certificates, the related Monthly Interest
                Distributable Amount; 

            


    

     

    
      	 	
              (I)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-6 Certificates, the related Monthly Interest
                Distributable Amount;

            


    

     

    
      	 	
              (J)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-7 Certificates, the related Monthly Interest
                Distributable Amount; 

            


    

     

    
      	 	
              (K)

            	
              from
                the remaining Interest Remittance Amounts for both Loan Groups, to
                the
                Holders of the Class B-8 Certificates, the related Monthly Interest
                Distributable Amount; and

            


    

     

    
      	 	
              (L)

            	
              for
                application as part of Net Monthly Excess Cashflow for such Distribution
                Date, as described under Section 5.01(a)(iv)
                below;

            


    

     

    (ii) On
      each
      Distribution Date (a) prior to the applicable Stepdown Date or (b) on which
      a
      Trigger Event is in effect, distributions in respect of principal to the extent
      of the Principal Distribution Amount for each Loan Group will be distributed
      in
      the following amounts and order of priority:

    

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      



    
      	 	
              (A)

            	
              from
                the related Principal Distribution Amount for the related Loan Group,
                concurrently as follows:

            


    

     

    
      	 	
              (1)

            	
              first,
                to the Final Maturity Reserve Account, the Group 1 Final Maturity
                Reserve
                Amount and the Group 2 Final Maturity Reserve Amount, if any, for
                that
                Distribution Date remaining unpaid after giving effect to the distribution
                under clause (a)(i)(A) above; 

            


    

     

    
      	 	
              (2)

            	
              to
                the holders of the Class 1A-1A and Class 1A-1B Certificates, the
                Principal
                Distribution Amount for Loan Group 1, pro
                rata
                based on their respective Certificate Principal Balances immediately
                prior
                to such Distribution Date, until their respective Certificate Principal
                Balances are reduced to zero; and

            


    

     

    
      	 	
              (3)

            	
              to
                the holders of the Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class
                2A-1C2
                Certificates, the Principal Distribution Amount for Loan Group 2,
                pro
                rata
                based on their respective Certificate Principal Balances immediately
                prior
                to such Distribution Date, until their respective Certificate Principal
                Balances are reduced to zero;

            


    

     

    
      	 	
              (B)

            	
              from
                the Principal Distribution Amount for both Loan Groups, to the Certificate
                Insurer, any Certificate Insurer Reimbursement Amounts due to the
                Certificate Insurer;

            


    

     

    
      	 	
              (C)

            	
              from
                the remaining Principal Distribution Amount for both Loan
                Groups

            


    

     

    
      	 	
              (1)

            	
              to
                the Holders of the Class B-1 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to
                zero;

            


    

     

    
      	 	
              (2)

            	
              to
                the Holders of the Class B-2 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to zero;


            


    

     

    
      	 	
              (3)

            	
              to
                the Holders of the Class B-3 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to
                zero;

            


    

     

    
      	 	
              (4)

            	
              to
                the Holders of the Class B-4 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to
                zero;

            


    

    

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      



    
      	 	
              (5)

            	
              to
                the Holders of the Class B-5 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to zero;


            


    

     

    
      	 	
              (6)

            	
              to
                the Holders of the Class B-6 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to
                zero;

            


    

     

    
      	 	
              (7)

            	
              to
                the Holders of the Class B-7 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to zero;


            


    

     

    
      	 	
              (8)

            	
              to
                the Holders of the Class B-8 Certificates, until the Certificate
                Principal
                Balance thereof has been reduced to zero;
                and

            


    

     

    
      	 	
              (9)

            	
              for
                application as part of Net Monthly Excess Cashflow for such Distribution
                Date, as described under Section 5.01(a)(iv)
                below.

            


    

     

    (iii) On
      each
      Distribution Date (a) on or after the applicable Stepdown Date and (b) on which
      a Trigger Event is not in effect, distributions in respect of principal to
      the
      extent of the Principal Distribution Amount for each Loan Group will be
      distributed in the following amounts and order of priority:

     

    
      	 	
              (A)

            	
              from
                the Group 1 Principal Distribution Amount and the Group 2 Distribution
                Amount for the related Loan Group, concurrently as
                follows:

            


    

     

    
      	 	
              (1)

            	
              first,
                to the Final Maturity Reserve Account, the Group 1 Final Maturity
                Reserve
                Amount and the Group 2 Final Maturity Reserve Amount, if any, for
                that
                Distribution Date remaining unpaid after giving effect to the distribution
                under clause (a)(i)(A) above; 

            


    

     

    
      	 	
              (2)

            	
              to
                the Holders of the Class 1A-1A and Class 1A-1B Certificates, the
                Principal
                Distribution Amount for Loan Group 1, pro
                rata
                based on their respective Certificate Principal Balances immediately
                prior
                to such Distribution Date, until their respective Certificate Principal
                Balances are reduced to zero; and

            


    

     

    
      	 	
              (3)

            	
              to
                the Holders of the Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class
                2A-1C2
                Certificates, the Principal Distribution Amount for Loan Group 2,
                pro
                rata
                based on their respective Certificate Principal Balances immediately
                prior
                to such Distribution Date, until their respective Certificate Principal
                Balances are reduced to zero;

            


    


    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (B)

            	
              from
                the remaining Principal Distribution Amount for both Loan Groups,
                to the
                Certificate Insurer any Certificate Insurer Reimbursement Amounts
                due to
                the Certificate Insurer; and

            


    

     

    
      	 	
              (C)

            	
              from
                the remaining Principal Distribution Amount for both Loan
                Groups,

            


    

     

    
      	 	
              (1)

            	
              to
                the Holders of the Class B-1 Certificates, the Class B-1 Principal
                Distribution Amount;

            


    

     

    
      	 	
              (2)

            	
              to
                the Holders of the Class B-2 Certificates, the Class B-2 Principal
                Distribution Amount

            


    

     

    
      	 	
              (3)

            	
              to
                the Holders of the Class B-3 Certificates, the Class B-3 Principal
                Distribution Amount;

            


    

     

    
      	 	
              (4)

            	
              to
                the Holders of the Class B-4 Certificates, the Class B-4 Principal
                Distribution Amount;

            


    

     

    
      	 	
              (5)

            	
              to
                the Holders of the Class B-5 Certificates, the Class B-5 Principal
                Distribution Amount; 

            


    

     

    
      	 	
              (6)

            	
              to
                the Holders of the Class B-6 Certificates, the Class B-6 Principal
                Distribution Amount

            


    

     

    
      	 	
              (7)

            	
              to
                the Holders of the Class B-7 Certificates, the Class B-7 Principal
                Distribution Amount; 

            


    

     

    
      	 	
              (8)

            	
              to
                the Holders of the Class B-8 Certificates, the Class B-8 Principal
                Distribution Amount; and

            


    

     

    
      	 	
              (9)

            	
              for
                application as part of Net Monthly Excess Cashflow for such Distribution
                Date, as described under Section 5.01(a)(iv)
                below.

            


    

     

    (iv) On
      each
      Distribution Date, other than the Distribution Date following the optional
      purchase of the Mortgage Loans pursuant to Section 10.01, the Net Monthly Excess
      Cashflow shall be distributed as follows:

     

    
      	 	
              (A)

            	
              to
                the Holders of the Class or Classes of Certificates then entitled
                to
                receive distributions in respect of principal, in an amount equal
                to the
                principal portion of Realized Losses previously allocated to reduce
                the
                Class Principal Balance of such certificates, pro
                rata,
                to each such Class based on the Class Principal Balance of each such
                Certificate prior to such Distribution Date as a distribution in
                respect
                of principal, but only to the extent of Recoveries for that Distribution
                Date:

            


    


    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (B)

            	
              as
                part of the Principal Distribution Amount, to pay to the Holders
                of the
                Senior Certificates and the Subordinate Certificates in reduction
                of their
                Class Principal Balances, the principal portion of Realized Losses
                incurred on the Mortgage Loans in the preceding calendar month;
                pro
                rata,
                to each such Class based on the Class Principal Balance of each such
                Certificate prior to such Distribution Date as a distribution in
                respect
                of principal;

            


    

     

    
      	 	
              (C)

            	
              to
                the Holders of the Class or Classes of Certificates then entitled
                to
                receive distributions in respect of principal, in an amount equal
                to any
                Extra Principal Distribution Amount, pro
                rata,
                to each such Class based on the Class Principal Balance of each such
                Class
                prior to such Distribution Date as a distribution in respect of
                principal;

            


    

     

    
      	 	
              (D)

            	
              to
                the Certificate Insurer, any unpaid remaining Certificate Insurer
                Reimbursement Amounts;

            


    

     

    
      	 	
              (E)

            	
              to
                the Holders of the Senior Certificates and the Subordinate Certificates,
                the amount of any Net Interest Shortfalls computed without regard
                to any
                Relief Act Reductions allocated thereto for such Distribution Date,
                on a
                pro
                rata
                basis based on Net Interest Shortfalls allocated thereto;
                

            


    

     

    
      	 	
              (F)

            	
              to
                the Holders of the Senior Certificates and the Subordinate Certificates,
                any Net Interest Shortfalls remaining unpaid from prior Distribution
                Dates
                together with interest thereon, on a pro
                rata
                basis based on unpaid Net Interest Shortfalls computed without regard
                to
                any Relief Act Reductions previously allocated
                thereto;

            


    

     

    
      	 	
              (G)

            	
              to
                the Basis Risk Reserve Fund, the Required Reserve Fund Deposit, if
                any,
                and then from the Basis Risk Reserve Fund to the Holders of the Senior
                Certificates, pro
                rata,
                and then to the Holders of the Subordinate Certificates, sequentially,
                in
                order of priority of distribution, the amount of any Basis Risk Shortfall
                remaining unpaid as of such Distribution
                Date;

            


    

     

    
      	 	
              (H)

            	
              to
                the Holders of the Senior Certificates and the Subordinate Certificates,
                in an amount equal to any Net Interest Shortfalls resulting from
                Relief
                Act Reductions for such Distribution Date, pro
                rata,
                based on the amount of Net Interest Shortfalls resulting from Relief
                Act
                Reductions allocated to each Class for such Distribution
                Date;

            


    


    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (I)

            	
              to
                the Holders of the Senior Certificates, pro
                rata,
                and then to the Holders of the Subordinate Certificates, sequentially,
                in
                that order, the principal portion of any Allocated Realized Loss
                Amounts
                remaining unreimbursed;

            


    

     

    
      	 	
              (J)

            	
              to
                the Holders of the Class C Certificates, the Class C Distributable
                Amount;
                and

            


    

     

    
      	 	
              (K)

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

            


    

     

    


     

    (v) On
      the
      Distribution Date following the optional purchase of the Mortgage Loans pursuant
      to Section 10.01, Available Funds will be applied in the amounts and in the
      order specified above, except, no amounts will be distributed pursuant to
      Sections 5.01(a)(iv)(J) and 5.01(a)(iv)(K) above, and the portion of Available
      Funds remaining after the distribution pursuant to Section 5.01(a)(iv)(I) will
      be applied in the following order:

     

    (A) to
      the
      Holders of the Class C Certificates, the Class C Distributable Amount and any
      Premium Proceeds; and

     

    


     

    (B) to
      the
      Holder of the Class R Certificate, any Available Funds, other than any portion
      thereof in respect of Premium Proceeds, then remaining.

     

    


     

    (vi) With
      respect to any Distribution Date and Insured Amounts, the Trustee shall make
      payments pursuant to Sections 5.01(a)(i), 5.01(a)(ii) and 5.01(a)(iii), after
      application of Available Funds, with respect to the Insured Certificates, from
      the amount received by the Trustee under the Financial Guaranty Insurance Policy
      for such Distribution Date pursuant to Section 4.02. Funds received by the
      Trustee as a result of any claim under the Financial Guaranty Insurance Policy
      shall be applied solely to payments to the Insured Certificateholders and may
      not be applied to satisfy any other Classes of Certificates or costs, expenses
      or liabilities of the Servicer, the Trustee or the Trust Fund.

     

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

     

    (c) [Reserved].

     

    (d) Notwithstanding
      the priorities and allocations set forth in Section 5.01(a) above, if on any
      Distribution Date on which the Senior Certificates related to a Loan Group
      constitute an Undercollateralized Group, all amounts otherwise distributable
      as
      Available Funds on the Subordinate Certificates, in reverse order of priority
      (or, following the Senior Credit Support Depletion Date, such other amounts
      described in the immediately following sentence), will be distributed as
      principal to the Senior Certificates of such Undercollateralized Group in the
      same order and priority and allocation provided in Section 5.01(a), first,
      up
      to the
      sum of the Accrued Interest Amount and the Principal Deficiency Amount for
      the
      Undercollateralized Group (such distribution, an “Undercollateralization
      Distribution”) and second,
      to pay
      to the Subordinate Certificates and the Residual Certificates in the same order
      and priority as provided in Section 5.01(a)(ii), (iii) and (iv). In the event
      that the Senior Certificates related to a Loan Group constitute an
      Undercollateralized Group on any Distribution Date following the Senior Credit
      Support Depletion Date, Undercollateralization Distributions will be made from
      any Available Funds from the Loan Group not related to an Undercollateralized
      Group remaining after all required amounts have been distributed to the related
      Class of Senior Certificates related to such other Loan Group.
      Undercollateralization Distributions will be applied first
      to pay
      accrued but unpaid interest, if any, and second
      to pay
      principal in the same priority and allocation provided in Section
      5.01(a).


    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    


     

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

     

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

     

    (g) Distributions
      from Final Maturity Reserve Account.
      On the
      Final Maturity Reserve Termination Date, the Trustee shall distribute the funds
      on deposit in the Final Maturity Reserve Account on such date in the following
      order of priority:

     

    (i) to
      the
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class
      2A-1C2 Certificates, pro
      rata,
      after
      giving effect to principal distributions on such Distribution Date pursuant
      to
      Sections 5.01(a)(ii) or (iii) above, as applicable, in reduction of their
      respective Class Principal Balances, until the Class Principal Balance of each
      such Class has been reduced to zero;

     

    (ii) to
      the
      Certificate Insurer, any reimbursement amounts due to the Certificate Insurer
      in
      respect of principal;


    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    


     

    (iii) to
      the
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates, sequentially, in that order, after giving effect to
      principal distributions on such Distribution Date pursuant to Sections
      5.01(a)(ii) or (iii) above, as applicable, in reduction of their respective
      Class Principal Balances, until the Class Principal Balance of each such class
      has been reduced to zero;

     

    (iv) to
      the
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class
      2A-1C2 Certificates, pro
      rata,
      any
      Interest Distributable Amounts for each such Class remaining unpaid on such
      Distribution Date, in the same priorities as set forth in Section 5.01(a)(i);
      

     

    (v) to
      the
      Certificate Insurer, any reimbursement amounts due to the Certificate Insurer
      in
      respect of any Interest Distributable Amount;

     

    (vi) to
      the
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates, sequentially, in that order, any Interest Distributable
      Amounts for each such Class remaining unpaid on such Distribution Date;
      and

     

    (vii) to
      the
      extent of any funds remaining in the Final Maturity Reserve Account after
      payment pursuant to clauses (i) through (vi) above, to the Class C
      Certificates;

     

    Notwithstanding
      anything to the contrary in this Section 5.02(g), all amounts distributable
      to
      the Class 1A-1A and Class 1A-1B Certificates on account of the Mortgage Loans,
      shall be distributable first on account of the Group 1 Mortgage
      Loans.

     

    


     

    (h) Distributions
      from Yield Maintenance Account.
      On each
      Distribution Date beginning on the Distribution Date in March 2010 through
      and
      including the Distribution Date in June 2015, the Trustee shall distribute
      the
      funds on deposit in the Yield Maintenance Account for such date after making
      all
      distributions under Section 5.01(a)(iv) above as follows:

     

    (i) to
      the
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class
      2A-1C2 Certificates, pro
      rata,
      any
      Allocated Realized Loss Amounts to the extent unpaid;

     

    (ii) to
      the
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates, sequentially, in that order, any Allocated Realized
      Loss
      Amounts to the extent unpaid;

     

    (iii) to
      the
      Class 1A-1A, Class 1A-1B, Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class
      2A-1C2 Certificates, pro
      rata,
      any
      Basis Risk Shortfalls to the extent unpaid; 

     

    (iv) to
      the
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates, sequentially, in that order, any Basis Risk Shortfalls
      to the extent unpaid;


    
      
        
        

      

      
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    (v) to
      the
      Holders of the Senior Certificates, pro
      rata,
      the
      related Interest Distributable Amount to the extent unpaid; 

     

    (vi) to
      the
      Holders of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class
      B-6,
      Class B-7, and Class B-8 Certificates, sequentially, in that order, the related
      Interest Distributable Amount to the extent unpaid; and

     

    (vii) to
      the
      Holders of the Senior Certificates and the Subordinate Certificates, any amounts
      necessary to maintain the applicable Overcollateralization Target Amount
      (provided
      that the
      amount distributable on any Distribution Date pursuant to this subsection (vii)
      cannot exceed the excess, if any, of (x) all Realized Losses for such
      Distribution Date and for all prior Distribution Dates over (y) the sum of
      all
      amounts distributed pursuant to this subsection (vii) on all prior Distribution
      Dates).

     

    (i) On
      each
      Distribution Date, the Trustee, as Paying Agent, shall withdraw all Prepayment
      Penalty Amounts from funds on deposit in the Distribution Account and shall
      distribute such amounts to the Holders of the Class P Certificates.

     

    
      	 	
              SECTION
                5.02.

            	
              Allocation
                of Net Deferred Interest.

            


    

     

    For
      any
      Distribution Date, Net Deferred Interest shall be allocated to each Class of
      LIBOR Certificates in an amount equal to the excess, if any, of (i) the amount
      that would have been the Monthly Interest Distributable Amount for such Class
      if
      the Monthly Interest Distributable Amount for such Class had been computed
      at
      the Pass-Through Rate for such Class, over (ii) the actual Monthly Interest
      Distributable Amount for such Class. On each Distribution Date, any amount
      of
      Net Deferred Interest allocable to a Class of LIBOR Certificates on such
      Distribution Date shall be added as Principal to the outstanding Class Principal
      Balance of such Class of Certificates. Any Net Deferred Interest that is not
      allocable to any Class of LIBOR Certificates pursuant to the first sentence
      of
      this paragraph shall be allocated to the Class C Certificates and thereby
      increase the Overcollateralized Amount.

     

    
      	 	
              SECTION
                5.03.

            	
              Allocation
                of Realized Losses.

            


    

     

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

     

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

     

    (i) first,
      to
      Net Monthly Excess Cashflow;

     

    (ii) second,
      to the Overcollateralized Amount, until such amount has been reduced to
      zero;

     

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


    
      
        
        

      

      
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    (iv) fourth,
      

     

    (A) with
      respect to such losses related to the Group 1 Mortgage Loans, to the Class
      1A-1A
      and Class 1A-1B Certificates, sequentially, first, to the Class 1A-1B
      Certificates; and second, to the Class 1A-1A Certificates, in that order, until
      the Class Principal Balance of each such Class is reduced to zero; 

     

    (B) with
      respect to such losses related to the Group 2 Mortgage Loans, to the Class
      2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates, sequentially,
      first, to the Class 2A-1C1 and Class 2A-1C2 Certificates, pro
      rata
      as a
      group; second, to the Class 2A-1B Certificates; and third, to the Class 2A-1A
      Certificates, in that order, until the Class Principal Balance of each such
      Class is reduced to zero.

     

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

     

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

     

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

     

    
      	 	
              SECTION
                5.04.

            	
              Statements.
                

            


    

     

    (a) On
      each
      Distribution Date, the Trustee shall make available to each Certificateholder,
      the Certificate Insurer, the Yield Maintenance Provider, the Seller, any NIMS
      Insurer and each Rating Agency, a statement based, as applicable, on loan-level
      information obtained from the Servicer (the “Distribution Date Statement”) as to
      the distributions to be made or made, as applicable, on such Distribution Date.
      Information in the Distribution Date Statement relating to or based on amounts
      available in the Yield Maintenance Account shall be based on information
      provided by the Yield Maintenance Provider regarding any Yield Maintenance
      Distributable Amounts required to be paid by the Yield Maintenance Provider
      for
      the related Distribution Date pursuant to the Yield Maintenance Agreement.
      The
      Distribution Date Statement shall include the following information, in each
      case, with respect to such Distribution Date:


    
      
        
        

      

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

     

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

     

    (iii) [Reserved];

     

    (iv) the
      aggregate amount of Servicing Fees for the related Due Period;

     

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

     

    (vi) the
      Loan
      Group Balance for each Loan Group and the Net WAC for each Loan Group at the
      Close of Business at the end of the related Due Period;

     

    (vii) the
      Pool
      Balance and the Loan Group Balance for such Distribution Date;

     

    (viii) for
      each
      Loan Group, the aggregate Principal Balance of the MTA Indexed Mortgage Loans
      at
      the Close of Business at the end of the related Due Period;

     

    (ix) for
      each
      Loan Group, the amount of fees, expenses or indemnification amounts paid by
      the
      Trust Fund with an identification of the general purpose of such amounts and
      the
      party receiving such amounts;

     

    (x) for
      each
      Loan Group, the number, weighted average remaining term to maturity, weighted
      average life and weighted average Loan Rate of the related Mortgage Loans as
      of
      the related Due Date;

     

    (xi) for
      each
      Loan Group, the number and aggregate unpaid principal balance of the related
      Mortgage Loans, (a) 30 to 59 days Delinquent, (b) 60 to 89 days Delinquent,
      (c) 90 or more days Delinquent, (d) as to which foreclosure proceedings have
      been commenced and (e) in bankruptcy, in each case as of the close of business
      on the last day of the preceding calendar month, using the OTS
      method;

     

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

     

    (xiii) for
      each
      Loan Group, the aggregate amount of any Principal Prepayments, net Principal
      Prepayments or other unscheduled recoveries of principal with respect to each
      Loan Group made during the related Prepayment Period;

     

    (xiv) for
      each
      Loan Group, the aggregate amount of Realized Losses incurred during the related
      Due Period for each Loan Group and the cumulative amount of Realized Losses
      and
      the amount of Realized Losses, if any, allocated to each Class of Certificates
      after giving effect to any distributions made thereon, on such Distribution
      Date;


    
      
        
        

      

      
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    (xv) the
      Class
      Principal Balance of each Class of Certificates and the Apportioned Principal
      Balances of the Subordinate Certificates after giving effect to any
      distributions made thereon, on such Distribution Date;

     

    (xvi) for
      each
      Loan Group, the Monthly Interest Distributable Amount and the Interest
      Distributable Amount in respect of each related Class of Certificates, for
      such
      Distribution Date and the respective portions thereof, if any, remaining unpaid
      following the distributions made in respect of such Certificates on such
      Distribution Date;

     

    (xvii) for
      each
      Loan Group, the aggregate amount of any Net Interest Shortfalls and the Unpaid
      Interest Shortfall Amount for such Distribution Date after giving effect to
      any
      distributions made thereon, on such Distribution Date;

     

    (xviii) for
      each
      Loan Group, the related Available Funds;

     

    (xix) for
      each
      Loan Group, the Pass-Through Rate and related Adjusted Cap Rate for each Class
      of Certificates for such Distribution Date; 

     

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

     

    (xxi) for
      each
      Loan Group, the amount of any Principal Deficiency Amounts or Accrued Interest
      Amounts paid to an Undercollateralized Group or amounts paid pursuant to Section
      5.01(d);

     

    (xxii) current
      Recoveries allocable to each Loan Group;

     

    (xxiii) cumulative
      Recoveries allocable to each Loan Group; 

     

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

     

    (xxv) for
      each
      Loan Group, the amount of Deferred Interest and Net Deferred Interest, if any,
      for such Loan Group;

     

    (xxvi) the
      amount of the Certificate Insurer Reimbursement Amount, if any;

     

    (xxvii) the
      Deficiency Amount, if any, to be paid by the Certificate Insurer; 

     

    (xxviii) the
      amount of Net Deferred Interest, if any, added to the Class Principal Balance
      of
      the Certificates

     

    (xxix) the
      amount of any Unpaid Interest Shortfall Amount;


    
      
        
        

      

      
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    (xxx) 
      the
      amount of the Group 1 Final Maturity Reserve Amount, the Group 2 Final Maturity
      Reserve Amount and the Aggregate Final Maturity Reserve Amount deposited in
      the
      Final Maturity Reserve Account, and, on the Final Maturity Reserve Termination
      Date, the amount distributed from the Final Maturity Reserve Account to each
      Class of Certificates;

     

    (xxxi) the
      Overcollateralized Amount for that Distribution Date;

     

    (xxxii) the
      Overcollateralization Target Amount for that Distribution Date; 

     

    (xxxiii) the
      amount remitted by the Yield Maintenance Administrator to the Trustee pursuant
      to the Yield Maintenance Allocation Agreement; and

     

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

     

    The
      Trustee shall make the Distribution Date Statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to Certificateholders and the other parties to this
      Agreement via the Trustee’s internet website. The Trustee’s internet website
      shall initially be located at “www.ctslink.com.”
      Assistance in using the website can be obtained by calling the Trustee’s
      customer service desk at (301) 815-6600. Parties that are unable to use the
      above distribution option are entitled to have a paper copy mailed to them
      via
      first class mail by calling the customer service desk and indicating such.
      The
      Trustee shall have the right to change the way such reports are distributed
      in
      order to make such distribution more convenient and/or more accessible to the
      parties, and the Trustee shall provide timely and adequate notification to
      all
      parties regarding any such change.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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              SECTION
                5.05.

            	
              Remittance
                Reports; Advances. 

            


    

     

    (a) No
      later
      than the 10th calendar day of each month, the Servicer shall deliver to the
      Trustee and the Certificate Insurer by telecopy or electronic mail (or by such
      other means as the Servicer and the Trustee may agree from time to time) the
      Remittance Report with respect to the Distribution Date. No later than the
      Close
      of Business New York time on the fifth Business Day prior to the related
      Distribution Date, the Servicer shall deliver or cause to be delivered to the
      Trustee in addition to the information provided on the Remittance Report, such
      other loan-level information reasonably available to it with respect to the
      Mortgage Loans as the Trustee may reasonably require to perform the calculations
      necessary to make the distributions contemplated by Section 5.01. The Trustee
      shall have no duty or obligation to calculate, recompute or verify any
      information in the Remittance Report or other loan level information that it
      receives from the Servicer.

     

    (b) If
      the
      Monthly Payment on a Mortgage Loan that was due on a related Due Date and is
      delinquent, other than as a result of application of the Relief Act, and for
      which the Servicer was required to make an advance pursuant to the Servicing
      Agreement, exceeds the amount on deposit in the Distribution Account which
      will
      be used for an advance with respect to such Mortgage Loan, the Servicer shall,
      on the Business Day preceding the Distribution Date, deposit in the Distribution
      Account an amount equal to such deficiency, net of the Servicing Fee, for such
      Mortgage Loan except to the extent the Servicer determines any such Advance
      to
      be Nonrecoverable from Liquidation Proceeds, Insurance Proceeds or future
      payments on the Mortgage Loan for which such Advance was made. Subject to the
      foregoing, the Servicer shall continue to make such Advances through the date
      that the Servicer is required to do so under the Servicing Agreement. If the
      Servicer determines that an Advance is Nonrecoverable, it shall, on or prior
      to
      the related Distribution Date, present an Officer’s Certificate to the Trustee
      (i) stating that the Servicer elects not to make a Advance in a stated amount
      and (ii) detailing the reason it deems the advance to be
      Nonrecoverable.

     

    
      	 	
              SECTION
                5.06.

            	
              Compensating
                Interest Payments.

            


    

     

    The
      amount of the Servicing Fee payable to the Servicer in respect of any
      Distribution Date shall be reduced (but not below zero) by the amount of any
      Compensating Interest Payment for such Distribution Date, but only to the extent
      that Interest Shortfalls relating to such Distribution Date are required to
      be
      paid but are not actually paid by the Servicer on the applicable Servicer
      Remittance Date. Such amount shall not be treated as an Advance and shall not
      be
      reimbursable to the Servicer.

     

    
      	 	
              SECTION
                5.07.

            	
              Basis
                Risk Reserve Fund.

            


    

     

    (a) On
      the
      Closing Date, the Trustee shall establish and maintain in its name, in trust
      for
      the benefit of the Holders of the Offered Certificates, a Basis Risk Reserve
      Fund. The Basis Risk Reserve Fund shall be an Eligible Account, and funds on
      deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee held pursuant to this Agreement. The Basis Risk Reserve Fund
      shall not be an asset of any REMIC established hereby.


    
      
        
        

      

      
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    (b) On
      each
      Distribution Date, other than the Distribution Date following the optional
      purchase of the Mortgage Loans pursuant to Section 10.01, Net Monthly Excess
      Cashflow shall be deposited in the Basis Risk Reserve Fund to the extent of
      the
      Required Reserve Fund Deposit pursuant to Section 5.01(a)(iv)(G).

     

    (c) On
      any
      Distribution Date for which a Basis Risk Shortfall exists with respect to the
      Offered Certificates, the Trustee, as Paying Agent for the Trustee, shall
      withdraw (i) first,
      from
      the Yield Maintenance Account, the amount of such Basis Risk Shortfall for
      such
      Classes of Certificates for distribution on such Distribution Date pursuant
      to
      Section 5.01(h), and (ii) second,
      from
      the Basis Risk Reserve Fund, the amount of any such remaining Basis Risk
      Shortfall for distribution on such Distribution Date to the Senior Certificates
      any related Basis Risk Shortfall for such Distribution Date on a pro
      rata
      basis,
      based on the respective amounts of Basis Risk Shortfalls for such Distribution
      Date and then sequentially to the Class B-1, Class B-2, Class B-3, Class B-4,
      Class B-5, Class B-6, Class B-7 and Class B-8 Certificates in that order up
      to
      the amount of Basis Risk Shortfalls due each such Class for such Distribution
      Date.

     

    (d) Funds
      in
      the Basis Risk Reserve Fund shall be invested in Permitted Investments. Any
      earnings on amounts in the Basis Risk Reserve Fund shall be for the benefit
      of
      the Class C Certificateholders. The Class C Certificates shall evidence
      ownership of the Basis Risk Reserve Fund for federal income tax purposes and
      the
      Holders thereof shall direct the Trustee, in writing, as to investment of
      amounts on deposit therein. The Class C Certificateholder(s) shall be liable
      for
      any losses incurred on such investments. In the absence of written instructions
      from the Class C Certificateholder as to investment of funds on deposit in
      the
      Basis Risk Reserve Fund, such funds shall remain uninvested. For all Federal
      income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis
      Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier
      REMIC to the Class C Certificateholders.

     

    (e) Upon
      termination of the Trust Fund any amounts remaining in the Basis Risk Reserve
      Fund shall be distributed to the Class C Certificateholders.

     

    
      	 	
              SECTION
                5.08.

            	
              Recoveries.
                

            


    

     

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

     

    (i) first,
      the Class Principal Balance of each Class of Senior Certificates related to
      the
      Loan Group from which the Recovery was collected, will be increased,
pro
      rata
      up to
      the Net Realized Losses for such Class for such Distribution Date,
      and

     

    (ii) second,
      the Class Principal Balance of each Class of Subordinate Certificates will
      be
      increased in order of seniority, up to the Net Realized Losses for each such
      Class for such Distribution Date.


    
      
        
        

      

      
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    (b) To
      the
      extent that the Certificate Insurer has made a payment in respect of Realized
      Losses and such amount has not previously been reimbursed pursuant to Section
      5.01(a)(i)(C), 5.01(a)(ii)(B), 5.01(a)(iii)(B), 5.01(a)(iv)(D) or 5.01(g)(ii),
      the Certificate Insurer will be subrogated to the rights of the Holders of
      the
      Insured Certificates and will be entitled to the amount of any such Realized
      Losses paid by it to the Insured Certificates that remains unreimbursed prior
      to
      any Recoveries being allocated to the Holders of the Insured
      Certificates.

     

    
      	 	
              SECTION
                5.09.

            	
              The
                Final Maturity Reserve Trust.

            


    

     

    (a) The
      Final
      Maturity Reserve Trust is hereby established as a separate trust, the corpus
      of
      which shall be held by the Trustee, in trust, for the benefit of the holders
      of
      the Certificates (other than the Class P and Class R Certificates) and the
      Certificate Insurer. The Trustee shall establish an account (the “Final Maturity
      Reserve Account”). The Final Maturity Reserve Account shall be an Eligible
      Account, and funds on deposit therein shall be held separate and apart from,
      and
      shall not be commingled with, any other moneys, including, without limitation,
      other moneys of the Trustee held pursuant to this Agreement. Notwithstanding
      anything herein to the contrary, the Trustee will only establish the Final
      Maturity Reserve Account if there is any Final Maturity Reserve Amount to be
      deposited therein.

     

    (b) The
      Trustee shall deposit into the Final Maturity Reserve Account any Final Maturity
      Reserve Amounts pursuant to Section 5.01(a)(i)(A). The Trustee shall distribute
      the funds in the Final Maturity Reserve Account pursuant to Section
      5.01(g).

     

    (c) Funds
      in
      the Final Maturity Reserve Account shall be invested in Permitted Investments
      at
      the written direction of the Holders of the Class C Certificates. Any earnings
      on such amounts shall be distributed pursuant to Section 5.01(g). The Class
      C
      Certificates shall evidence ownership of the Final Maturity Reserve Trust for
      federal income tax purposes and the Holder thereof shall direct the Trustee,
      in
      writing, as to investment of amounts on deposit therein. The Class C
      Certificateholders shall be liable for any losses incurred on such investments.
      In the absence of written instructions from the Class C Certificateholders
      as to
      investment of funds on deposit in the Final Maturity Reserve Account, such
      funds
      shall remain uninvested.

     

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

     

    (e) For
      federal income tax purposes, any Certificateholder that receives a principal
      payment from the Final Maturity Reserve Trust shall be treated as selling a
      portion of its Certificate to the Class C Certificateholder and as having
      received the amount of the principal payment from the Class C Certificateholder
      as the proceeds of the sale. The portion of the Certificate that is treated
      as
      having been sold shall equal the amount of the corresponding reduction in the
      Class Principal Balance of such Certificate. Principal payments received from
      the Final Maturity Reserve Trust shall not be treated as distributions from
      any
      REMIC created hereby. All principal distributions from the Final Maturity
      Reserve Account shall be accounted for hereunder in accordance with this Section
      5.09(e).


    
      
        
        

      

      
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    SECTION
      5.10. Yield
      Maintenance Agreement; Yield Maintenance Trust; Yield Maintenance Trust Account.
      

     

    On
      or
      prior to the Closing Date, the Yield Maintenance Administrator, pursuant to
      the
      Yield Maintenance Allocation Agreement, shall enter into the Yield Maintenance
      Agreement. The Yield Maintenance Administrator shall perform the duties as
      set
      forth in the Yield Maintenance Agreement and Yield Maintenance Allocation
      Agreement. 

     

    Pursuant
      to the Yield Maintenance Allocation Agreement, the Yield Maintenance
      Administrator shall establish and maintain (i) the Yield Maintenance Trust
      into
      which it shall deposit the Yield Maintenance Agreement and (ii) the Yield
      Maintenance Trust Account into which, on the day prior to each Distribution
      Date, it will deposit the Yield Maintenance Distributable Amount, if any, paid
      by the Yield Maintenance Provider pursuant to the Yield Maintenance Agreement.
      Amounts on deposit in the Yield Maintenance Trust Account shall not be invested
      and shall not be held in an interest-bearing account. 

     

    On
      each
      Distribution Date, after remitting the Yield Maintenance Payment Amount to
      the
      Trustee, any amounts remaining on deposit in the Yield Maintenance Trust Account
      shall be distributed in accordance with Section 3(a)(ii) of the Yield
      Maintenance Allocation Agreement.

     

    It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Yield Maintenance Trust Account be disregarded
      as an entity separate from the Holder of the Class C Certificates unless and
      until the date when either (a) there is more than one Class C Certificateholder
      or (b) any Class of Certificates in addition to the Class C Certificates is
      recharacterized as an equity interest in the Yield Maintenance Trust Account
      for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Yield Maintenance Trust Account be treated as a partnership.
      The
      Yield Maintenance Trust Account will be an “outside reserve fund” within the
      meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust Fund, or the payment in full of the Offered Certificates, all amounts
      remaining on deposit in the Yield Maintenance Trust Account shall be distributed
      to the Class C Certificateholders or their designees. The Yield Maintenance
      Trust Account shall not be part of the Trust Fund or of any REMIC and any
      payments to the Holders of the Offered Certificates to pay Basis Risk Shortfalls
      will not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860(G)(a)(1).

     

    The
      Yield
      Maintenance Administrator shall terminate the Yield Maintenance Agreement upon
      the occurrence of an event of default or termination event under the Yield
      Maintenance Agreement of which the Yield Maintenance Administrator has actual
      knowledge. In the event that the Yield Maintenance Agreement is canceled or
      otherwise terminated for any reason (other than the exhaustion of the interest
      rate protection provided thereby), the Yield Maintenance Administrator shall,
      at
      the direction of Certificateholders evidencing Voting Rights not less than
      50%
      of the Offered Certificates, and to the extent a replacement contract is
      available (from a counterparty designated by the Depositor and acceptable to
      Certificateholders evidencing Voting Rights not less than 50% of the Offered
      Certificates), execute a replacement contract comparable to the Yield
      Maintenance Agreement providing interest rate protection which is equal to
      the
      then-existing protection provided by such Yield Maintenance Agreement as
      certified to the Yield Maintenance Administrator by the Depositor; provided,
      however,
      that
      the cost of any such replacement contract providing the same interest rate
      protection may be reduced to a level such that the cost of such replacement
      contract shall not exceed the amount of any early termination payment received
      from the Yield Maintenance Provider.


    
      
        
        

      

      
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    Upon
      the
      earlier of the Distribution Date in June 2015 and the termination of the Trust
      Fund, the Yield Maintenance Agreement shall be terminated. 

     

    By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Yield Maintenance Administrator, and the Yield Maintenance
      Administrator is hereby directed, to deposit into the Yield Maintenance Trust
      Account the amounts described above.

     

    
      	 	
              SECTION
                5.11.

            	
              Yield
                Maintenance Account; Collateral
                Account.

            


    

     

    The
      Trustee is hereby directed to establish and maintain with itself, a separate,
      segregated account titled “Yield Maintenance Account, Wells Fargo Bank, N.A., as
      Trustee, in trust for the registered Holders of HarborView Mortgage Loan Trust
      Mortgage Loan Pass-Through Certificates, Series 2007-1” (the “Yield Maintenance
      Account”) for the benefit of the Offered Certificates and a separate, segregated
      account titled “Collateral Account, Wells Fargo Bank, N.A., as Trustee, in trust
      for the registered Holders of HarborView Mortgage Loan Trust Mortgage Loan
      Pass-Through Certificates, Series 2007-1” (the “Collateral Account”) for the
      benefit of the Offered Certificates. Each of the Yield Maintenance Account
      and
      the Collateral Account shall be an Eligible Account, and funds on deposit
      therein shall be held separate and apart from, and shall not be commingled
      with,
      any other moneys, including, without limitation, other moneys of the Trustee
      held pursuant to this Agreement. Amounts on deposit in the Yield Maintenance
      Account shall not be invested and shall not be held in an interest-bearing
      account. In the absence of written instructions from the Yield Maintenance
      Provider (or its credit support provider) as to investment of funds on deposit
      in the Collateral Account, such funds shall be invested in the Wells Fargo
      Advantage Prime Money Market Fund or comparable investment vehicle.

     

    On
      each
      Distribution Date, the Yield Maintenance Administrator shall remit the Yield
      Maintenance Payment Amount to the Trustee for deposit into the Yield Maintenance
      Account for distribution by the Trustee pursuant to the priorities set forth
      in
      Section 5.01(h). 

     

    If
      the
      Seller or its affiliate is the Holder of an Offered Certificate, the Seller
      or
      its affiliate shall remit to the Trustee the portion of Yield Maintenance
      Distributable Amount received by the Holder of such Certificate on any
      Distribution Date, and the Trustee shall remit such amounts to the Yield
      Maintenance Provider. For purposes of this Agreement, the Trustee shall have
      no
      duty to confirm that each amount received by it from the Seller or its affiliate
      with respect to the preceding sentence is the correct amount.

    

      
        
          
          

        

        
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    The
      Yield
      Maintenance Administrator and the Trustee shall terminate the Yield Maintenance
      Agreement upon the occurrence of an event of default or termination event under
      the Yield Maintenance Agreement of which a Responsible Officer of the Trustee
      has actual knowledge. In the event that the Yield Maintenance Agreement is
      terminated for any reason (other than the exhaustion of the interest rate
      protection provided thereby), the Trustee shall, at the direction of
      Certificateholders evidencing Voting Rights not less than 50% of the Offered
      Certificates, and to the extent a replacement contract is available (from a
      counterparty designated by the Depositor and acceptable to Certificateholders
      evidencing Voting Rights not less than 50% of the Offered Certificates), direct
      the Yield Maintenance Administrator to execute a replacement contract comparable
      to the such Yield Maintenance Agreement providing interest rate protection
      which
      is equal to the then-existing protection provided by such Yield Maintenance
      Agreement as certified to the Yield Maintenance Administrator by the Depositor;
      provided,
      however,
      that
      the cost of any such replacement contract providing the same interest rate
      protection may be reduced to a level such that the cost of such replacement
      contract shall not exceed the amount of any early termination payment received
      from the Yield Maintenance Provider.

     

    Funds
      required to be held pursuant to the Credit Support Annex shall be deposited
      into
      the Collateral Account. Funds posted by the Yield Maintenance Provider (or
      its
      credit support provider) in the Collateral Account shall be invested in
      Permitted Investments in accordance with the requirements of the Credit Support
      Annex. Any interest earnings on such amounts shall be remitted to the Yield
      Maintenance Provider pursuant to the terms of the credit support annex to the
      Yield Maintenance Agreement. If directed by the Yield Maintenance Provider,
      the
      Trustee shall invest funds posted by the Yield Maintenance Provider in Permitted
      Investments described in clause ii of Permitted Investments , pursuant to
      such direction from the Yield Maintenance Provider.  Absent
      specific direction from the Yield Maintenance Provider, funds posted by the
      Yield Maintenance Provider shall remain uninvested. On the same Distribution
      Date as to which a shortfall exists with respect to a Yield Maintenance Payment
      Amount owed by the Yield Maintenance Provider as a result of its failure to
      make
      payments pursuant to the Yield Maintenance Agreement, amounts necessary to
      cover
      such shortfall shall be removed from the Collateral Account, remitted to the
      Yield Maintenance Account and distributed as all or a portion of such Yield
      Maintenance Payment Amount pursuant to Section 5.01(h). Any amounts on deposit
      in the Collateral Account required to be returned to the Yield Maintenance
      Provider (or its credit support provider) as a result of (i) the termination
      of
      the Yield Maintenance Agreement (ii) the procurement of a guarantor, (iii)
      the
      reinstatement of required ratings or (iv) otherwise pursuant to the Yield
      Maintenance Agreement, shall be released directly to the Yield Maintenance
      Provider pursuant to the terms of the credit support annex to the Yield
      Maintenance Agreement.

     

    Upon
      the
      earlier of the Distribution Date in June 2015 and the termination of the Trust
      Fund, the Yield Maintenance Account shall be terminated. Upon the earlier of
      the
      Distribution Date in June 2015 and the termination of the Trust Fund, the
      Collateral Account shall be terminated and any amounts remaining in the
      Collateral Account shall be distributed as required pursuant to the terms of
      the
      Credit Support Annex. 

     

    In
      the
      event that the Yield Maintenance Provider fails to perform any of its
      obligations under the Yield Maintenance Agreement (including, without
      limitation, its obligations to make any payment or transfer collateral), or
      breaches any of its representations and warranties under the Yield Maintenance
      Agreement or in the event that an Event of Default, Termination Event, or
      Additional Termination Event occurs (as such terms are defined in the Yield
      Maintenance Agreement), the Trustee, on behalf of the Yield Maintenance Trust,
      shall (upon a Responsible Officer of the Trustee receiving notice or becoming
      aware of the occurrence thereof), no later than the next Business Day following
      such failure, breach or occurrence, notify the Yield Maintenance Provider and
      give any notice of such failure and make any demand for payment pursuant to
      the
      Yield Maintenance Agreement. In the event that the Yield Maintenance
      Provider’s
      obligations under the Yield Maintenance Agreement are at any time guaranteed
      by
      a third party, then to the extent that the Yield Maintenance Provider fails
      to
      make any payment or delivery required under terms of the Yield Maintenance
      Agreement, the Trustee, on behalf of the Yield Maintenance Trust, shall (upon
      a
      Responsible Officer of the Trustee receiving notice or becoming aware of the
      occurrence thereof), no later than the next Business Day following such failure,
      demand that such guarantor make any and all payments then required to be made
      by
      the applicable guarantor.


    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    
      	 	
              SECTION
                6.01.

            	
              The
                Certificates.

            


    

     

    The
      Certificates shall be substantially in the form annexed hereto as Exhibit A
      through D. Each of the Certificates shall, on original issue, be executed by
      the
      Trustee and authenticated and delivered by the Certificate Registrar upon the
      written order of the Depositor concurrently with the sale and assignment to
      the
      Trustee of the Trust Fund. Each Class of the Regular Certificates shall be
      initially evidenced by one or more Certificates representing a Percentage
      Interest with a minimum dollar denomination of $25,000 and integral dollar
      multiples of $1 in excess thereof, in the case of the 1A-1A, Class 1A-1B, Class
      2A-1A, Class 2A-1B, Class 2A-1C1, Class 2A-1C2, Class B-1, Class B-2, Class
      B-3,
      Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8 Certificates;
provided,
      however,
      that
      the Offered Certificates shall only be sold to initial investors in minimum
      total investment amounts of $100,000. The Class C and Class P Certificates
      shall
      be issued in a minimum Percentage Interest of 5% and in integral percentage
      of
      multiples of 1% in excess thereof. The Class R Certificates are issuable only
      in
      a Percentage Interest of 100%.

     

    The
      Certificates shall be executed on behalf of the Trust Fund by manual or
      facsimile signature on behalf of the Trustee by a Responsible Officer.
      Certificates bearing the manual or facsimile signatures of individuals who
      were,
      at the time when such signatures were affixed, authorized to sign on behalf
      of
      the Trustee shall be binding, notwithstanding that such individuals or any
      of
      them have ceased to be so authorized prior to the authentication and delivery
      of
      such Certificates or did not hold such offices at the date of such Certificate.
      Each Certificate shall, on original issue, be authenticated by the Certificate
      Registrar upon the order of the Depositor. No Certificate shall be entitled
      to
      any benefit under this Agreement or be valid for any purpose, unless such
      Certificate shall have been manually authenticated by the Certificate Registrar
      substantially in the form provided for herein, and such authentication upon
      any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly authenticated and delivered hereunder. All
      Certificates shall be dated the date of their authentication. At any time and
      from time to time after the execution and delivery of this Agreement, the
      Depositor may deliver Certificates executed by the Trustee to the Certificate
      Registrar for authentication and the Certificate Registrar shall authenticate
      and deliver such Certificates as provided in this Agreement and not otherwise.
      Subject to Section 6.02(c), the Senior Certificates and the Subordinate
      Certificates shall be Book-Entry Certificates. The Residual Certificates shall
      be Physical Certificates.


    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


     

    The
      Class
      C and Class P Certificates shall be offered and sold either (i) to Qualified
      Institutional Buyers, and shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form with the
      applicable legends set forth in Exhibits C-1 or C-2, as applicable, or (ii)
      outside the United States in reliance on Regulation S under the 1933 Act, and
      shall be issued initially in the form of one or more permanent global
      Certificates in definitive, fully registered form without interest coupons
      with
      the applicable legends set forth in Exhibits C-1 or C-2 as applicable, which
      shall be registered in the name Greenwich Capital Markets, Inc., duly executed
      by the Trustee and authenticated by the Certificate Registrar as hereinafter
      provided. The aggregate principal amounts of the Class C and Class P
      Certificates may from time to time be increased or decreased by adjustments
      made
      on the records of the Certificate Registrar as hereinafter
      provided.

     

    The
      Class
      R Certificates shall be offered and sold only to Qualified Institutional Buyers,
      and shall be issued initially in the form of a single Restricted Global Security
      with the applicable legends set forth in Exhibit C-3 hereto, which shall be
      registered in the name of Greenwich Capital Markets, Inc., duly executed by
      the
      Trustee and authenticated by the Certificate Registrar as hereinafter provided.
      

     

    
      	 	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.


            


    

     

    (a) The
      Certificate Registrar shall cause to be kept a Certificate Register in which,
      subject to such reasonable regulations as it may prescribe, the Certificate
      Registrar shall provide for the registration of Certificates and of transfers
      and exchanges of Certificates as herein provided. The Trustee is hereby
      appointed, and the Trustee hereby accepts its appointment as, initial
      Certificate Registrar, for the purpose of registering Certificates and transfers
      and exchanges of Certificates as herein provided.

     

    Upon
      surrender for registration of transfer of any Certificate at the Corporate
      Trust
      Office of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph, the Trustee on behalf of the Trust Fund shall execute,
      and
      the Certificate Registrar shall authenticate and deliver, in the name of the
      designated transferee or transferees, one or more new Certificates of the same
      aggregate Percentage Interest.

     

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

    

      
        
          
          

        

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

     

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

     

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

    

      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      



    No
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made unless the Certificate Registrar shall have received
      either (i) a representation from the transferee of such Certificate, acceptable
      to and in form and substance satisfactory to the Certificate Registrar and
      the
      Depositor (such requirement is satisfied only by the Certificate Registrar’s
      receipt of a representation letter from the transferee substantially in the
      form
      of Exhibit I-1 or I-2, as applicable, hereto), to the effect that such
      transferee is not an employee benefit plan subject to Section 406 of ERISA
      or a
      plan or arrangement subject to Section 4975 of the Code, nor a person acting
      on
      behalf of any such plan or arrangement nor using the assets of any such plan
      or
      arrangement to effect such transfer or (ii) if such Certificate has been the
      subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance
      company, a representation that the purchaser is an insurance company which
      is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
      holding of such Certificates are covered under Sections I and III of PTCE 95-60
      or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar, which
      Opinion of Counsel shall not be an expense of the Trustee, the Certificate
      Registrar, the Servicer, any NIMS Insurer, the Depositor or the Trust Fund,
      addressed to the Certificate Registrar, to the effect that the purchase and
      holding of such ERISA-Restricted Certificate in the form of a Definitive
      Certificate will not result in a non-exempt prohibited transaction under Section
      406 of ERISA or Section 4975 of the Code and will not subject the Trustee,
      the
      Certificate Registrar, any NIMS Insurer, the Servicer or the Depositor to any
      obligation in addition to those expressly undertaken in this Agreement or to
      any
      liability. Notwithstanding anything else to the contrary herein, any purported
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate to an employee benefit plan subject to ERISA or Section 4975 of
      the
      Code without the delivery to the Certificate Registrar of an Opinion of Counsel
      satisfactory to the Certificate Registrar as described above shall be void
      and
      of no effect. 

     

    In
      the
      case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for
      purposes of clauses (i) or (ii) of the first sentence of the preceding
      paragraph, such representations shall be deemed to have been made to the
      Certificate Registrar by the transferee’s acceptance of such ERISA-Restricted
      Certificate that is also a Book-Entry Certificate (or the acceptance by a
      Certificate Owner of the beneficial interest in such Certificate).

     

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


    
      
        
        

      

      
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    In
      the
      case of a Private Certificate that is a Book-Entry Certificate, for purposes
      of
      the preceding paragraph, the representations set forth in the investment letter
      in clause (i) shall be deemed to have been made to the Certificate Registrar
      by
      the transferee’s acceptance of such Private Certificate that is also a
      Book-Entry Certificate (or the acceptance by a Certificate Owner of the
      beneficial interest in such Certificate).

     

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

     

    No
      transfer of an ERISA-Restricted Trust Certificate prior to the termination
      of
      the Final Maturity Reserve Trust and the Yield Maintenance Agreement shall
      be
      made unless the Certificate Registrar shall have received a representation
      letter from the transferee of such Certificate, substantially in the form set
      forth in Exhibit I-2, to the effect that either (i) such transferee is neither
      a
      Plan nor a Person acting on behalf of any such Plan or using the assets of
      any
      such Plan to effect such transfer or (ii) the acquisition and holding of the
      ERISA-Restricted Trust Certificate are eligible for exemptive relief under
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
      PTCE 95-60 or PTCE 96-23 or the non-fiduciary service provider exemption under
      Section 408(b)(17) of ERISA or some other applicable exemption. Notwithstanding
      anything else to the contrary herein, any purported transfer of an
      ERISA-Restricted Trust Certificate prior to the termination of the Final
      Maturity Reserve Trust and the Yield Maintenance Agreement to or on behalf
      of a
      Plan without the delivery to the Certificate Registrar of a representation
      letter as described above shall be void and of no effect. If the
      ERISA-Restricted Trust Certificate is a Book-Entry Certificate, the transferee
      will be deemed to have made a representation as provided in clause (i) or (ii)
      of this paragraph, as applicable.

    

      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      



    If
      any
      ERISA-Restricted Trust Certificate, or any interest therein, is acquired or
      held
      in violation of the provisions of the preceding paragraph, the next preceding
      permitted beneficial owner will be treated as the beneficial owner of that
      Certificate, retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of an
      ERISA-Restricted Trust Certificate, or interest therein, was effected in
      violation of the provisions of the preceding paragraph shall indemnify to the
      extent permitted by law and hold harmless the Depositor and the Certificate
      Registrar from and against any and all liabilities, claims, costs or expenses
      incurred by such parties as a result of such acquisition or
      holding.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Certificate Registrar shall be under no liability to any Person for any
      registration of transfer of any ERISA-Restricted Trust Certificate that is
      in
      fact not permitted by this Section or for making any payments due on such
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement so long as the transfer
      was
      registered by the Certificate Registrar in accordance with the foregoing
      requirements.

     

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

     

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

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

    

      
        
          
          

        

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

     

    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Certificate
      Registrar and the Servicer, in form and substance satisfactory to the
      Certificate Registrar, (i) written notification from each Rating Agency that
      the
      removal of the restrictions on Transfer set forth in this Section will not
      cause
      such Rating Agency to downgrade its ratings of the Certificates (determined
      in
      the case of the Insured Certificates, without giving effect to the Financial
      Guaranty Insurance Policy) and (ii) an Opinion of Counsel to the effect that
      such removal will not cause the REMIC created hereunder to fail to qualify
      as a
      REMIC.

     

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

     

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

     

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


    
      
        
        

      

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

     

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

    

      
        
          
          

        

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

     

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

     

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

     

    
      	 	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	 	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            


    

     

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

     

     

    
      
        
        

      

      
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              SECTION
                6.05.

            	
              Appointment
                of Paying Agent.

            


    

     

    (a) The
      Trustee, subject to the consent of the Certificate Insurer and any NIMS Insurer
      (such consent not to be unreasonably withheld), may appoint a Paying Agent
      (which may be the Trustee) for the purpose of making distributions to
      Certificateholders hereunder. The Trustee hereby appoints itself as the initial
      Paying Agent. The duties of the Paying Agent may include the obligation (i)
      to
      withdraw funds from the Distribution Account pursuant to Section 4.03 hereof
      and
      (ii) to distribute statements and provide information to Certificateholders
      as
      required hereunder. The Paying Agent hereunder shall at all times be an entity
      duly incorporated and validly existing under the laws of the United States
      of
      America or any state thereof, authorized under such laws to exercise corporate
      trust powers and subject to supervision or examination by federal or state
      authorities. 

     

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

     

    ARTICLE
      VII

     

    DEFAULT

     

    
      	 	
              SECTION
                7.01.

            	
              Event
                of Default. 

            


    

     

    (a) If
      an
      Event of Default described in a Servicing Agreement (other than an Event of
      Default under Section 11.07(b)) shall occur and be continuing, then, and in
      each
      and every such case, so long as an Event of Default shall not have been remedied
      within the applicable grace period, the Trustee may, and at the written
      direction of the Holders of Certificates evidencing Voting Rights aggregating
      not less than 51%, shall, by notice then given in writing to the Servicer,
      terminate all of the rights and obligations of the Servicer as servicer under
      this Agreement. Any such notice to the Servicer shall also be given to the
      Rating Agencies, the Depositor, the Certificate Insurer and the Seller. The
      Trustee, upon a Responsible Officer having actual knowledge of such default,
      shall deliver a written notice to the Servicer of the Event of Default on any
      Servicer Remittance Date on which the Servicer fails to make any deposit or
      payment required pursuant to the Servicing Agreement (including but not limited
      to Advances to the extent required pursuant to the Servicing Agreement).
      Pursuant to the Servicing Agreement, on or after the receipt by the Servicer
      (and by the Trustee if such notice is given by the Certificate Insurer or the
      Holders) of such written notice, all authority and power of the Servicer under
      the Servicing Agreement, with respect to the Mortgage Loans or otherwise, shall
      pass to and be vested in the Trustee and the Trustee is hereby authorized and
      empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
      or otherwise, any and all documents and other instruments, and to do or
      accomplish all other acts or things necessary or appropriate to effect the
      purposes of such notice of termination, whether to complete the transfer and
      endorsement of each Mortgage Loan and related documents or otherwise.


    

      
        
          
          

        

        
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              SECTION
                7.02.

            	
              Trustee
                to Act.

            


    

     

    (a) From
      and
      after the date the Servicer (and the Trustee, if notice is sent by the
      Certificate Insurer or the Holders) receives a notice of termination pursuant
      to
      Section 7.01, the Trustee immediately shall be the successor in all respects to
      the Servicer in its capacity as servicer under the Servicing Agreement and
      the
      transactions set forth or provided for herein and shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the Servicer
      by the terms and provisions hereof arising on and after its succession,
      including the immediate obligation to make Advances. As compensation therefor,
      the Trustee shall be entitled to such compensation as the Servicer would have
      been entitled to under the Servicing Agreement if no such notice of termination
      had been given. Notwithstanding the above, (i) if the Trustee is unwilling
      to
      act as successor Servicer or (ii) if the Trustee is legally unable so to act,
      the Trustee shall appoint or petition a court of competent jurisdiction to
      appoint, any established housing and home finance institution, bank or other
      mortgage loan or home equity loan servicer having a net worth of not less than
      $15,000,000 as the successor to the Servicer under the Servicing Agreement
      in
      the assumption of all or any part of the responsibilities, duties or liabilities
      of the Servicer under the Servicing Agreement; provided,
      that
      the
      appointment of any such successor Servicer shall not result in the
      qualification, reduction or withdrawal of the ratings assigned to the
      Certificates by each Rating Agency as evidenced by a letter to such effect
      from
      such Rating Agency. Pending appointment of a successor to the Servicer under
      the
      Servicing Agreement, unless the Trustee is prohibited by law from so acting,
      the
      Trustee shall act in such capacity as hereinabove provided. In connection with
      such appointment and assumption, the successor shall be entitled to receive
      compensation out of payments on Mortgage Loans in an amount equal to the
      compensation which the Servicer would otherwise have received hereunder. Except
      with respect to the making of Advances the defaulting Servicer was required
      to
      make but did not make, the successor Servicer, including the Trustee in such
      capacity, shall not be liable for any acts or omissions of the predecessor
      Servicer or for any breach by such Servicer of any of its representations or
      warranties made by it in the Servicing Agreement or in any related document
      or
      agreement. The Trustee and such successor shall take such action, consistent
      with this Agreement, as shall be necessary to effectuate any such succession.
      

     

    (b) Any
      successor, including the Trustee, to the Servicer under the Servicing Agreement
      shall during the term of its service as Servicer continue to service and
      administer the Mortgage Loans for the benefit of Certificateholders and the
      Certificate Insurer pursuant to the terms and conditions of the Servicing
      Agreement, and maintain in force a policy or policies of insurance covering
      errors and omissions in the performance of its obligations as Servicer under
      the
      Servicing Agreement.

     

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

    

      
        
          
          

        

        
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    (d) The
      Trustee shall be entitled to be reimbursed by the Trust Fund (pursuant to
      Section 4.03(a)(xii)), in the event that the Servicer does not reimburse the
      Trustee under the Servicing Agreement, for all costs associated with the
      transfer of servicing from the predecessor Servicer, including, without
      limitation, any costs or expenses associated with the termination of the
      predecessor Servicer, the appointment of a successor servicer, the complete
      transfer of all servicing data and the completion, correction or manipulation
      of
      such servicing data as may be required by the Trustee or any successor servicer
      to correct any errors or insufficiencies in the servicing data or otherwise
      to
      enable the Trustee or successor servicer to service the Mortgage Loans property
      and effectively.

     

    


     

    
      	 	
              SECTION
                7.03.

            	
              Waiver
                of Event of Default.

            


    

     

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

     

    
      	 	
              SECTION
                7.04.

            	
              Notification
                to Certificateholders.

            


    

     

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

     

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

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE

     

    
      	 	
              SECTION
                8.01.

            	
              Duties
                of the Trustee.

            


    

     

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

    

      
        
          
          

        

        
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    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee, which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided,
      however,
      that
      the Trustee will not be responsible for the accuracy or content of any such
      resolutions, certificates, statements, opinions, reports, documents or other
      instruments. If any such instrument is found not to conform to the requirements
      of this Agreement in a material manner, the Trustee shall take such action
      as it
      deems appropriate to have the instrument corrected. If the instrument is not
      corrected to the satisfaction of the Trustee, the Trustee shall provide notice
      thereof to the Certificateholders, the Certificate Insurer and any NIMS Insurer
      and will, at the expense of the Trust Fund, which expense shall be reasonable
      given the scope and nature of the required action, take such further action
      as
      directed by the Certificateholders, the Certificate Insurer or any NIMS
      Insurer.

     

    On
      each
      Distribution Date, the Trustee, as Paying Agent, shall make monthly
      distributions the Certificateholders from funds in the Distribution Account,
      the
      Basis Risk Reserve Fund, the Yield Maintenance Account and the Final Maturity
      Reserve Account, as applicable, in each case as provided in Sections 5.01,
      5.07,
      5.09 and 5.10 herein.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided,
      however,
      that:

     

    (i) prior
      to
      the occurrence of an Event of Default, and after the curing of all such Events
      of Default which may have occurred, the duties and obligations of the Trustee
      shall be determined solely by the express provisions of this Agreement, the
      Trustee shall not be liable except for the performance of such of its duties
      and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      and, in the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness of
      the
      opinions expressed therein, upon any certificates or opinions furnished to
      the
      Trustee and conforming to the requirements of this Agreement;

     

    (ii) the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer of the Trustee unless it shall be proved that the Trustee
      was negligent in ascertaining or investigating the facts related
      thereto;

     

    (iii) the
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      consent or at the direction of the Certificate Insurer, any NIMS Insurer or
      Holders of Certificates as provided herein relating to the time, method and
      place of conducting any remedy pursuant to this Agreement, or exercising or
      omitting to exercise any trust or power conferred upon the Trustee under this
      Agreement; 

    

      
        
          
          

        

        
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    (iv) the
      Trustee shall not be responsible for any act or omission of the Servicer (except
      in its capacity as successor servicer to the extent provided in Section
      7.02(a)), the Depositor, the Seller or the Custodian; and

     

    (v) the
      Trustee shall not be charged with knowledge of any Event of Default unless
      a
      Responsible Officer of the Trustee at the Corporate Trust Office obtains actual
      knowledge of such failure or the Trustee receives written notice at the
      Corporate Trust Office of such Event of Default.

     

    The
      Trustee shall not appoint any Subcontractor without receiving the prior written
      consent of the Depositor to appoint any Subcontractor, which consent shall
      not
      be unreasonably withheld. If the Trustee appoints a Subcontractor without
      receiving such prior written consent, the Trustee shall be deemed to be in
      breach of this Agreement and may be removed by the Depositor.

     

    The
      Trustee shall promptly notify the Depositor and the Sponsor of knowledge thereof
      (i) of any legal proceedings pending against the Trustee of the type described
      in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become
      (but only to the extent not previously disclosed) at any time an affiliate
      of
      any of the responsible parties listed on Exhibit O. On or before March 1 of
      each
      year, the Depositor shall distribute the information on Exhibit O to the
      Trustee.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial or other liability in the performance of any of its duties hereunder,
      or in the exercise of any of its rights or powers, if there is reasonable ground
      for believing that the repayment of such funds or indemnity satisfactory to
      it
      against such risk or liability is not assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Servicer under the Servicing Agreement, except during such time, if any,
      as
      the Trustee shall be the successor to, and be vested with the rights, duties,
      powers and privileges of, the Servicer in accordance with the terms of the
      Servicing Agreement.

     

    
      	 	
              SECTION
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            


    

     

    Except
      as
      otherwise provided in Section 8.01 hereof:

     

    (i) the
      Trustee may request and conclusively rely upon, and shall be fully protected
      in
      acting or refraining from acting upon, any resolution, Officers’ Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document reasonably believed by it to be genuine and to have been signed
      or
      presented by the proper party or parties, and the manner of obtaining consents
      and of evidencing the authorization of the execution thereof by
      Certificateholders shall be subject to such reasonable regulations as the
      Trustee may prescribe;

     

    (ii) the
      Trustee may consult with counsel and any advice of its counsel or any Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such advice or Opinion of Counsel;

    

      
        
          
          

        

        
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    (iii) the
      Trustee shall not be under any obligation to exercise any of the rights or
      powers vested in it by this Agreement, or to institute, conduct or defend any
      litigation hereunder or in relation hereto, at the request, order or direction
      of any of the Certificateholders or any NIMS Insurer pursuant to the provisions
      of this Agreement, unless such Certificateholders or any NIMS Insurer shall
      have
      offered to the Trustee reasonable security or indemnity satisfactory to it
      against the costs, expenses and liabilities which may be incurred therein or
      thereby; the right of the Trustee to perform any discretionary act enumerated
      in
      this Agreement shall not be construed as a duty, and the Trustee shall not
      be
      answerable for other than its negligence or willful misconduct in the
      performance of any such act;

     

    (iv) the
      Trustee shall not be personally liable for any action taken, suffered or omitted
      by it in good faith and believed by it to be authorized or within the discretion
      or rights or powers conferred upon it by this Agreement;

     

    (v) prior
      to
      the occurrence of an Event of Default and after the curing or waiver of all
      Events of Default which may have occurred, the Trustee shall not be bound to
      make any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or documents, unless requested in writing
      to do so by the Certificate Insurer, any NIMS Insurer or the Majority
      Certificateholder; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee may require
      reasonable indemnity against such cost, expense, liability or payment of such
      estimated expenses from the Certificate Insurer, any NIMS Insurer or the
      Certificateholders, as applicable, as a condition to such proceeding. If the
      Servicer fails to reimburse the Trustee in respect of the reasonable expense
      of
      every such examination relating to the Servicer, the Trustee shall be reimbursed
      by the Trust Fund;

     

    (vi) the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Servicer until
      such
      time as the Trustee may be required to act as the Servicer pursuant to Section
      7.02 hereof and thereupon only for the acts or omissions of the Trustee as
      a
      successor Servicer; 

     

    (vii) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, nominees, attorneys or a
      custodian, and shall not be responsible for any willful misconduct or negligence
      on the part of any agent, nominee, attorney or custodian appointed by the
      Trustee in good faith;

     

    (viii) the
      right
      of the Trustee to perform any discretionary act enumerated in this Agreement
      shall not be construed as a duty, and the Trustee shall not be answerable for
      other than its negligence or willful misconduct in the performance of such
      act;
      and

    

      
        
          
          

        

        
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    (ix) in
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering (“Applicable Law”), the
      Trustee is required to obtain, verify and record certain information relating
      to
      certain individuals and certain entities which maintain a business relationship
      with the Trustee. Accordingly, each of the parties agrees to provide the Trustee
      upon its request from time to time such identifying information and
      documentation as may be available for such party in order to enable the Trustee
      to comply with Applicable Law.

     

    It
      is
      expressly understood and agreed that the Trustee shall be entitled to all the
      rights, protections, immunities, and indemnities set forth herein, with respect
      to the Reconstitution Agreement and the Servicing Agreement, and any actions
      taken or omitted by the Trustee pursuant to the terms thereof, as if such
      rights, protections, immunities, and indemnities were specifically set forth
      therein.

     

    
      	 	
              SECTION
                8.03.

            	
              Trustee
                Not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      and countersignature on the Certificates) shall be taken as the statements
      of
      the Depositor or the Seller, and the Trustee assumes no responsibility for
      the
      correctness of the same. The Trustee makes no representations or warranties
      as
      to the validity or sufficiency of this Agreement or of the Certificates (other
      than the countersignature and authentication on the Certificates) or of any
      Mortgage Loan or related document or of MERS or the MERS System. The Trustee
      shall not at any time have any responsibility or liability for or with respect
      to the legality, validity and enforceability of the Financial Guaranty Insurance
      Policy, any Mortgage or any Mortgage Loan, or the perfection and priority of
      any
      Mortgage or the maintenance of any such perfection and priority, or for or
      with
      respect to the sufficiency of the Trust Fund or its ability to generate the
      payments to be distributed to Certificateholders under this Agreement,
      including, without limitation: the existence, condition and ownership of any
      Mortgaged Property; the existence and enforceability of any hazard insurance
      thereon (other than if the Trustee shall assume the duties of the Servicer
      pursuant to Section 7.02 hereof); the validity of the assignment of any Mortgage
      Loan to the Trustee or of any intervening assignment; the completeness of any
      Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than
      if the Trustee shall assume the duties of the Servicer pursuant to Section
      7.02
      hereof); the compliance by the Depositor or the Seller with any warranty or
      representation made under this Agreement or in any related document or the
      accuracy of any such warranty or representation prior to the Trustee’s receipt
      of notice or other discovery of any non-compliance therewith or any breach
      thereof; the acts or omissions of the Servicer (other than if the Trustee shall
      assume the duties of the Servicer pursuant to Section 7.02 hereof, and then
      only
      for the acts or omissions of the Trustee as the successor Servicer); or any
      action by the Trustee taken at the instruction of the Servicer (other than
      if
      the Trustee shall assume the duties of the Servicer pursuant to Section 7.02
      hereof, and then only for the actions of the Trustee as the successor Servicer);
      provided,
      however,
      that
      the foregoing shall not relieve the Trustee of its obligation to perform its
      duties under this Agreement, including, without limitation, the Trustee’s duty
      to review the Mortgage Files, if so required pursuant to Section 2.01 of this
      Agreement.

    
      

        
          
            
            

          

          
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              SECTION
                8.04.

            	
              Trustee
                and Custodian May Own
                Certificates.

            


    

     

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

     

    
      	 	
              SECTION
                8.05.

            	
              Trustee’s
                Fees and Expenses.

            


    

     

    The
      Trustee shall be compensated by the Trustee Fee as compensation for its services
      hereunder. In addition, the Trustee will be entitled to recover from the
      Distribution Account pursuant to Section 4.03(a) all reasonable out-of-pocket
      expenses, disbursements and advances, including without limitation, in
      connection with any filing that the Trustee is required to make under Section
      3.07 hereof, any Event of Default, any breach of this Agreement or any claim
      or
      legal action (including any pending or threatened claim or legal action)
      incurred or made by the Trustee in the performance of its duties or the
      administration of the trusts hereunder (including, but not limited to, the
      performance of its duties under Section 2.03 hereof) or under the Financial
      Guaranty Insurance Policy (including the reasonable compensation, expenses
      and
      disbursements of its counsel) or incurred or made by the Trustee under each
      of
      the Yield Maintenance Allocation Agreement and the Yield Maintenance Agreement
      (including the reasonable compensation, expenses and disbursements of its
      counsel) except any such expense, disbursement or advance as may arise from
      its
      negligence or intentional misconduct or which is specifically designated herein
      as the responsibility of the Depositor, the Seller, the Certificateholders
      or
      the Trust Fund hereunder or thereunder. If funds in the Distribution Account
      are
      insufficient therefor, the Trustee shall recover such expenses from future
      collections on the Mortgage Loans or as otherwise agreed by the
      Certificateholders. Such compensation and reimbursement obligation shall not
      be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust.

     

    
      	 	
              SECTION
                8.06.

            	
              Eligibility
                Requirements for Trustee.

            


    

     

    The
      Trustee hereunder shall at all times (i) be an institution whose accounts are
      insured by the FDIC, (ii) be an entity duly organized and validly existing
      under
      the laws of the United States of America or any state thereof, authorized under
      such laws to exercise corporate trust powers, having a combined capital and
      surplus of at least $50,000,000 and (except with respect to the initial Trustee)
      a minimum long-term debt rating in the third highest rating category by each
      Rating Agency and in each Rating Agency’s two highest short-term rating
      categories, and subject to supervision or examination by federal or state
      authority and (iii) not be an Affiliate of any Servicer. If such entity
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purposes of this Section 8.06, the combined capital and surplus of such entity
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. The principal office of the Trustee
      (other than the initial Trustee) shall be in a state with respect to which
      an
      Opinion of Counsel has been delivered to such Trustee at the time such Trustee
      is appointed Trustee to the effect that the Trust Fund will not be a taxable
      entity under the laws of such state. In case at any time the Trustee shall
      cease
      to be eligible in accordance with the provisions of this Section 8.06, the
      Trustee shall resign immediately in the manner and with the effect specified
      in
      Section 8.07 hereof.

    

      
        
          
          

        

        
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              SECTION
                8.07.

            	
              Resignation
                or Removal of Trustee.

            


    

     

    The
      Trustee (including the Trustee as Certificate Registrar) may at any time resign
      and be discharged from the trust hereby created by giving written notice thereof
      to the Depositor, the Certificate Insurer, the Seller, any NIMS Insurer and
      each
      Rating Agency. Upon receiving such notice of resignation of the Trustee, the
      Depositor shall promptly appoint a successor Trustee that meets the requirements
      in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the
      Certificate Insurer or, in the case of notice of resignation of the Trustee
      (in
      consultation with the Depositor) shall promptly appoint a successor Trustee
      that
      meets the requirements in Section 8.06 and is reasonably acceptable to any
      NIMS
      Insurer and the Certificate Insurer, in each case, by written instrument, with
      a
      copy of such written instrument delivered to (i) the resigning Trustee, (ii)
      the
      successor Trustee, (iii) any NIMS Insurer and (iv) the Certificate Insurer.
      If
      no successor Trustee shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Trustee.

     

    If
      at any
      time the Trustee (a) shall cease to be eligible in accordance with the
      provisions of Section 8.06 hereof shall fail to resign after written request
      therefor by the Depositor or any NIMS Insurer or if at any time the Trustee,
      (b)
      shall be legally unable to act, or shall be adjudged a bankrupt or insolvent,
      or
      a receiver of the Trustee or of its property shall be appointed, or any public
      officer shall take charge or control of the Trustee or of its property or
      affairs for the purpose of rehabilitation, conservation or liquidation, (c)
      shall fail to deliver to the Depositor and the Sponsor the assessment of
      compliance or an attestation report required under Section 3.04 hereto within
      15
      calendar days of March 1 of each calendar year in which Exchange Act reports
      are
      required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant
      to Section 3.07 hereof (other than as a result of the failure of the Depositor
      to sign and return to the Trustee such Form 10-D or Form 10-K within the time
      limitations of Section 3.07 or any other party to deliver information in a
      timely manner as set forth in Section 3.07), then the Depositor or any NIMS
      insurer may immediately remove the Trustee. If the Depositor removes the Trustee
      under the authority of the immediately preceding sentence, the Depositor shall
      promptly appoint a successor Trustee reasonably acceptable to the Certificate
      Insurer, the NIMS Insurer and that meets the requirements of Section 8.06,
      by
      written instrument, with a copy of such written instrument delivered to (i)
      the
      Trustee so removed, (ii) the successor Trustee, (iii) to the Certificate Insurer
      and (iv) to any NIMS Insurer.

     

    The
      Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer
      in
      the event of failure of the Trustee to perform its obligations hereunder) may
      at
      any time remove the Trustee by written instrument or instruments delivered
      to
      the Depositor and the Trustee; the Depositor or the Trustee shall thereupon
      use
      its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer,
      in accordance with this Section.

     

    Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee, as provided
      in Section 8.08 hereof. As long as the Financial Guaranty Insurance Policy
      is in
      effect, the Trustee will send a written notice to the Certificate Insurer of
      any
      such resignation, removal or appointment. If the Trustee is removed pursuant
      to
      this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and
      expenses, and if removed under the authority of the immediately preceding
      paragraph, the Trustee or the shall also be reimbursed any outstanding and
      unpaid costs and expenses.

    

      
        
          
          

        

        
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              SECTION
                8.08.

            	
              Successor
                Trustee.

            


    

     

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

     

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

     

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

     

    
      	 	
              SECTION
                8.09.

            	
              Merger
                or Consolidation of Trustee.

            


    

     

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

     

    
      	 	
              SECTION
                8.10.

            	
              Appointment
                of Co-Trustee or Separate
                Trustee.

            


    

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or any Mortgaged Property may at the time be located, the Depositor and the
      Trustee acting jointly shall have the power, and the Trustee shall, and shall
      instruct the Depositor to, at the expense of the Trust Fund, execute and deliver
      all instruments to appoint one or more Persons, approved by the Trustee, the
      Certificate Insurer and any NIMS Insurer to act as co-trustee or co-trustees,
      jointly with the Trustee, or separate trustee or separate trustees, of all
      or
      any part of the Trust Fund, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Certificateholders and the Certificate
      Insurer, such title to the Trust Fund, or any part thereof, and, subject to
      the
      other provisions of this Section 8.10, such powers, duties, obligations, rights
      and trusts as the Depositor and the Trustee may consider necessary or desirable.
      No co-trustee or separate trustee hereunder shall be required to meet the terms
      of eligibility as a successor Trustee under Section 8.06 hereof, and no notice
      to Certificateholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 8.08 hereof.

    

      
        
          
          

        

        
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    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to the
      Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
      and performed singly by such separate trustee or co-trustee, but solely at
      the
      direction of the Trustee;

     

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

     

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

     

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

     

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

    

      
        
          
          

        

        
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              SECTION
                8.11.

            	
              Limitation
                of Liability.

            


    

     

    The
      Certificates are executed by the Trustee, not in its individual capacity but
      solely as Trustee on behalf of the Trust Fund, in the exercise of the powers
      and
      authority conferred and vested in it by this Agreement. Each of the undertakings
      and agreements made on the part of the Trustee in the Certificates is made
      and
      intended not as a personal undertaking or agreement by the Trustee but is made
      and intended for the purpose of binding only the Trust Fund.

     

    
      	 	
              SECTION
                8.12.

            	
              Trustee
                May Enforce Claims Without Possession of
                Certificates.

            


    

     

    (a) All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee (for the avoidance of doubt, in its
      individual capacity and as Trustee on behalf of the Trust Fund), its agents
      and
      counsel, be for the ratable benefit or the Certificateholders in respect of
      which such judgment has been recovered.

     

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

     

    
      	 	
              SECTION
                8.13.

            	
              Suits
                for Enforcement.

            


    

     

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

    

      
        
          
          

        

        
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              SECTION
                8.14.

            	
              Waiver
                of Bond Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee post a bond or other surety with any court,
      agency or body whatsoever.

     

    
      	 	
              SECTION
                8.15.

            	
              Waiver
                of Inventory, Accounting and Appraisal
                Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee file any inventory, accounting or appraisal
      of
      the Trust Fund with any court, agency or body at any time or in any manner
      whatsoever.

     

    
      	 	
              SECTION
                8.16.

            	
              Appointment
                of Custodians.

            


    

     

    The
      Trustee may, and at the direction of the Depositor shall, appoint one or more
      custodians to hold all or a portion of the related Mortgage Files as agent
      for
      the Trustee, by entering into a custodial agreement. The custodian may at any
      time be terminated and a substitute custodian appointed therefor by the Trustee.
      Subject to this Article VIII, the Trustee agrees to comply with the terms of
      each custodial agreement and to enforce the terms and provisions thereof against
      the custodian for the benefit of the Certificateholders and the Certificate
      Insurer having an interest in any Mortgage File held by such custodian. Each
      custodian shall be a depository institution or trust company subject to
      supervision by federal or state authority, shall have combined capital and
      surplus of at least $15,000,000 and shall be qualified to do business in the
      jurisdiction in which it holds any Mortgage File. The initial custodian of
      the
      Mortgage Loans shall be The Bank of New York. The Bank of New York shall be
      compensated by the Trust Fund for its services as custodian as set forth in
      a
      separate agreement between the Trustee and the Custodian.

     

    
      	 	
              SECTION
                8.17.

            	
              Indemnification.

            


    

     

    The
      Trustee and its respective directors, officers, employees and agents shall
      be
      entitled to indemnification from the Trust Fund incurred hereunder or under
      or
      with respect to any Certificate, the Servicing Agreement or under or pursuant
      to
      the Mortgage Loan Purchase Agreement, without negligence or willful misconduct
      on the Trustee’s part, arising out of, or in connection with, the acceptance or
      administration of the trusts created hereunder or in connection with the
      performance of the Trustee’s duties hereunder including the costs and expenses
      of defending themselves against any claim in connection with the exercise or
      performance of any of their powers or duties hereunder, provided
      that:

     

    (i) with
      respect to any such claim, the Trustee shall have given the Depositor written
      notice thereof promptly after the Trustee shall have knowledge thereof;
      and

     

    (ii) notwithstanding
      anything to the contrary in this Section 8.17, the Trust Fund shall not be
      liable for settlement of any such claim by the Trustee entered into without
      the
      prior consent of the Depositor, which consent shall not be unreasonably
      withheld.

    

      
        
          
          

        

        
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    The
      provisions of this Section 8.17 shall survive any termination of this Agreement
      and the resignation or removal of the Trustee and shall be construed to include,
      but not be limited to any loss, liability or expense under any environmental
      law. 

     

    
      	 	
              SECTION
                8.18.

            	
              Limitation
                of Liability of Trustee and Yield Maintenance Administrator;
                Indemnification.

            


    

     

    The
      Trustee shall not at any time have any responsibility or liability for or with
      respect to the legality, validity and enforceability of the Yield Maintenance
      Agreement and the Yield Maintenance Allocation Agreement. The Yield Maintenance
      Administrator shall not have any liability for any failure or delay in payments
      to the Trustee which are required under the Yield Maintenance Allocation
      Agreement where such failure or delay is due to the failure or delay of the
      Yield Maintenance Provider in making such payment to the Yield Maintenance
      Administrator pursuant to the Yield Maintenance Agreement. In addition,
      notwithstanding anything to the contrary in the Yield Maintenance Agreement,
      the
      Yield Maintenance Administrator shall not be required to make any payment to
      the
      Yield Maintenance Provider. Any payment to the Yield Maintenance Provider shall
      be paid on behalf of the Yield Maintenance Administrator by Greenwich Capital
      Markets, Inc. The Trustee and the Yield Maintenance Administrator and their
      respective directors, officers, employees and agents shall be entitled to be
      indemnified and held harmless by the Trust Fund from and against any and all
      losses, claims, expenses or other liabilities that arise by reason of or in
      connection with the performance or observance by the Trustee or the Yield
      Maintenance Administrator of its respective duties or obligations under the
      Yield Maintenance Allocation Agreement or the Yield Maintenance Agreement except
      to the extent that the same is due to the Yield Maintenance Administrator’s
      negligence, willful misconduct or fraud.

     

    
      	 	
              SECTION
                8.19.

            	
              Yield
                Maintenance Administrator’s Fees and
                Expenses.

            


    

     

    The
      Yield
      Maintenance Administrator’s fees under the Yield Maintenance Allocation
      Agreement and the Yield Maintenance Agreement shall be paid from a portion
      of
      the Trustee Fee. In addition, the Yield Maintenance Administrator will be
      entitled to recover from the Distribution Account pursuant to Section 4.03(a)
      all reasonable out-of-pocket expenses in the performance of its duties under
      the
      Yield Maintenance Allocation Agreement or the Yield Maintenance Agreement or
      the
      administration of the Yield Maintenance Trust (including the reasonable
      compensation, expenses and disbursements of its counsel) except any such
      expense, disbursement or advance as may arise from its negligence or intentional
      misconduct. If funds in the Distribution Account are insufficient therefor,
      the
      Yield Maintenance Administrator shall recover such expenses from future
      collections on the Mortgage Loans or as otherwise agreed by the
      Certificateholders. 

     

    
      	 	
              SECTION
                8.20.

            	
              Resignation
                or Removal of the Yield Maintenance
                Administrator.

            


    

     

    The
      Yield
      Maintenance Administrator may at any time resign and be discharged from its
      duties and obligations under the Yield Maintenance Allocation Agreement by
      giving written notice thereof to the Depositor, the Certificate Insurer, the
      Seller, GCFP, any NIMS Insurer, the Trustee and each Rating Agency. Upon
      receiving such notice of resignation of the Yield Maintenance Administrator,
      GCFP shall promptly appoint a successor Yield Maintenance Administrator that
      is
      acceptable to any NIMS Insurer by written instrument, in triplicate, one copy
      of
      which instrument shall be delivered to each of (i) the resigning Yield
      Maintenance Administrator, (ii) the successor Yield Maintenance Administrator
      and (iii) any NIMS Insurer. If no successor Yield Maintenance Administrator
      shall have been so appointed and having accepted appointment within 30 days
      after the giving of such notice of resignation, the resigning Yield Maintenance
      Administrator may petition any court of competent jurisdiction for the
      appointment of a successor Yield Maintenance Administrator.

    

      
        
          
          

        

        
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    GCFP
      (or
      the Certificate Insurer or any NIMS Insurer in the event of failure of the
      Yield
      Maintenance Administrator to perform its obligations hereunder) may at any
      time
      remove the Yield Maintenance Administrator by written instrument or instruments
      delivered to GCFP, the Depositor, the Yield Maintenance Administrator and the
      Trustee; GCFP shall thereupon use its best efforts to appoint a successor Yield
      Maintenance Administrator acceptable to the NIMS Insurer, in accordance with
      this Section.

     

    Any
      resignation or removal of the Yield Maintenance Administrator and appointment
      of
      a successor Yield Maintenance Administrator, pursuant to any of the provisions
      of this Section 8.20 shall not become effective until acceptance of appointment
      by the successor Yield Maintenance Administrator. As long as the Financial
      Guaranty Insurance Policy is in effect, the Yield Maintenance Administrator
      will
      send a written notice to the Certificate Insurer of any such resignation,
      removal or appointment. If the Yield Maintenance Administrator is removed
      pursuant to this Section 8.20, it shall be reimbursed any outstanding and unpaid
      fees and expenses.

     

    Notwithstanding
      anything to the contrary contained herein, in the event that the Trustee resigns
      or is removed as Trustee hereunder, the Yield Maintenance Administrator shall
      have the right to resign immediately as Yield Maintenance Administrator by
      giving written notice to GCFP, the Depositor and the Trustee, with a copy to
      each Rating Agency, the Certificate Insurer and any NIMS Insurer. Any Person
      appointed as successor Trustee pursuant to Section 8.07 shall also be required
      to serve as successor Yield Maintenance Administrator under the Yield
      Maintenance Agreement and the Yield Maintenance Allocation
      Agreement.

     

    
      	 	
              SECTION
                8.21.

            	
              Closing
                Opinion of Counsel.

            


    

     

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

     

    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    
      	 	
              SECTION
                9.01.

            	
              REMIC
                Administration.

            


    

     

    (a) As
      set
      forth in the Preliminary Statement to this Agreement, two REMIC elections shall
      be made by the Trust Fund. The Trustee shall sign and file such elections on
      Form 1066 or other appropriate federal tax or information return for the taxable
      year ending on the last day of the calendar year in which the Certificates
      are
      issued. The regular interests in each REMIC created hereunder and the related
      residual interest shall be as designated in the Preliminary Statement. Following
      the Closing Date, the Trustee shall apply to the Internal Revenue Service for
      an
      employer identification number for each REMIC created hereunder by means of
      a
      Form SS-4 or other acceptable method and shall file a Form 8811 with the
      Internal Revenue Service.

    

      
        
          
          

        

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

     

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

     

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

     

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

    

      
        
          
          

        

        
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    (f) The
      Trustee (to the extent that the affairs of the REMICs are within such Person’s
      control and the scope of its specific responsibilities under the Agreement)
      and
      the Holders of Certificates shall take any action or cause any REMIC created
      hereunder to take any action necessary to create or maintain the status of
      any
      REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist
      each other as necessary to create or maintain such status. None of the Trustee
      or the Holder of a Residual Certificate shall take any action, cause any REMIC
      created hereunder to take any action or fail to take (or fail to cause to be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could result in an Adverse REMIC Event unless the Trustee
      and
      any NIMS Insurer have received an Opinion of Counsel (at the expense of the
      party seeking to take such action) to the effect that the contemplated action
      will not result in an Adverse REMIC Event. In addition, prior to taking any
      action with respect to any REMIC created hereunder or the assets therein, or
      causing any such REMIC to take any action which is not expressly permitted
      under
      the terms of this Agreement, any Holder of the Residual Certificate will consult
      with the Trustee, the NIMS Insurer or their respective designees, in writing,
      with respect to whether such action could cause an Adverse REMIC Event to occur
      with respect to any such REMIC, and no such Person shall take any such action
      or
      cause any REMIC created hereunder to take any such action as to which the
      Trustee or any NIMS Insurer has advised it in writing that an Adverse REMIC
      Event could occur. 

     

    (g) Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      any REMIC created hereunder in which it owns the residual interest by federal
      or
      state governmental authorities. To the extent that such Trust Fund taxes are
      not
      paid by the Residual Certificateholder, the Trustee shall pay any remaining
      REMIC taxes out of current or future amounts otherwise distributable to the
      Holder of the Residual Certificate or, if no such amounts are available, out
      of
      other amounts held in the Distribution Account, and shall reduce amounts
      otherwise payable to holders of regular interests in such REMIC, as the case
      may
      be.

     

    (h) The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to each REMIC created hereunder on a calendar year and on an accrual
      basis.

     

    (i) No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute Mortgage Loans.

     

    (j) The
      Trustee shall not enter into any arrangement by which any REMIC created
      hereunder will receive a fee or other compensation for services.

     

    (k) The
      Trustee shall treat the Basis Risk Reserve Fund, Yield Maintenance Trust, the
      Yield Maintenance Trust Account and the Yield Maintenance Account as outside
      reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h),
      and
      not as assets of any REMIC. The Holders of the Class C Certificates are the
      owners of each such outside reserve fund.

    

      
        
          
          

        

        
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    (l) The
      Trustee shall treat the rights of the Holders of the LIBOR Certificates to
      receive distributions to cover Basis Risk Shortfalls, as payments under a cap
      contract written by the Holders of the Class C Certificates in favor of the
      related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall
      be
      treated as representing not only ownership of regular interests in a REMIC,
      but
      also ownership of an interest in an interest rate cap contract. For purposes
      of
      determining the issue prices of the Certificates, the interest rate cap
      contracts shall be assumed to have a zero value unless and until required
      otherwise by an applicable taxing authority.

     

    (m) The
      Trustee shall treat the Final Maturity Reserve Trust as an outside reserve
      fund
      within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the
      holders of the Class C Certificates and not assets of any REMIC. The Class
      C
      Certificateholder shall be treated as the owner of the Final Maturity Reserve
      Trust and any payments made from the Final Maturity Reserve Trust to beneficial
      owners of Certificates (other than the Class C Certificates) shall be treated
      for federal income tax purposes as payments made by the Class C
      Certificateholder in exchange for an interest in the Certificates then owned
      by
      such beneficial owners.

     

    (n) For
      federal income tax purposes, upon any sale of the property held by the Trust
      Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium
      Proceeds paid by the Servicer shall not be treated as a portion of the purchase
      price paid for such property but shall instead be treated as an amount paid
      by
      the Servicer to the Holder of the Class C Certificates pursuant to a cash
      settled call option with respect to the property held by the Trust
      Fund.

     

    
      	 	
              SECTION
                9.02.

            	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Servicer or the Trustee shall sell, dispose of, or substitute
      for any of the Mortgage Loans, except in a disposition pursuant to (i) the
      foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of the REMICs created hereunder pursuant to Article X
      of
      this Agreement, (iv) a substitution pursuant to Article II hereof or (v) a
      repurchase of Mortgage Loans as contemplated hereunder, nor acquire any assets
      for any REMIC created hereunder, nor sell or dispose of any investments in
      the
      Distribution Account for gain, nor accept any contributions to any REMIC created
      hereunder after the Closing Date, unless the Depositor, the Trustee and any
      NIMS
      Insurer have received an Opinion of Counsel (at the expense of the party causing
      such sale, disposition, or substitution) that such disposition, acquisition,
      substitution, or acceptance will not result in an Adverse REMIC
      Event.

     

    ARTICLE
      X

     

    TERMINATION

     

    
      	 	
              SECTION
                10.01.

            	
              Termination.

            


    

     

    (a) The
      respective obligations and responsibilities of the Seller, the Depositor and
      the
      Trustee created hereby (other than the obligation of the Trustee, as Paying
      Agent, to make certain payments to Certificateholders after the final
      Distribution Date and the obligation of the Servicer to send certain notices
      as
      hereinafter set forth) shall terminate upon notice to the Trustee upon the
      earliest of (i) the Distribution Date on which the Class Principal Balance
      of each Class of Certificates has been reduced to zero an no Certificate Insurer
      Reimbursement Amounts are owed to the Certificate Insurer, (ii) the final
      payment or other liquidation of the last Mortgage Loan, (iii) the optional
      purchase of the Mortgage Loans by the Terminator as described in the following
      paragraph and (iv) the Latest Possible Maturity Date. Notwithstanding the
      foregoing, in no event shall the trust created hereby continue beyond the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James’s, living on the date hereof.

    

      
        
          
          

        

        
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    Following
      the date on which the aggregate of the Stated Principal Balances of the Mortgage
      Loans (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) on
      such
      date is equal to or less than 10% of the Cut-off Date Collateral Balance (the
      “Call Option Date”), the Servicer (in such context, the “Terminator”), with the
      prior written consent of the NIMS Insurer (which consent shall not be
      unreasonably withheld) or at the direction of the NIMS Insurer may, at its
      option, terminate this Agreement by purchasing, on the next succeeding
      Distribution Date, all of the outstanding Mortgage Loans and REO Properties
      at a
      price equal to (A) the greater of (i) the aggregate Stated Principal Balance
      of
      the Mortgage Loans (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and the appraised value of the REO Properties and (ii) the fair market
      value of the Mortgage Loans and REO Properties (as determined and as agreed
      upon
      by (w) the Terminator, (x) the NIMS Insurer, (y) the Holders of a majority
      in
      Percentage Interest of the Class C Certificates and (z) if the Holders of the
      LIBOR Certificates will not receive all amounts due and payable as a result
      of
      the exercise of the option by the Terminator, the Trustee, in their good faith
      business judgment as of the close of business on the third Business Day next
      preceding the date upon which notice of any such termination is furnished to
      the
      related Certificateholders pursuant to Section 10.01(b)), plus, (B) in each
      case, accrued and unpaid interest thereon at the weighted average of the
      Mortgage Rates through the end of the Due Period preceding the final
      Distribution Date, plus any unreimbursed Servicing Advances and Advances and
      any
      unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and
      all amounts, if any, then due and owing to the Trustee and the Certificate
      Insurer under this Agreement, plus
      any
      Basis Risk Shortfalls then remaining unpaid or which is due to the exercise
      of
      such option (the “Termination Price”); provided,
      however,
      such
      option may only be exercised if the Termination Price is sufficient to result
      in
      the payment of all interest accrued on, as well as amounts necessary to retire
      the Class Principal Balance of, each Class of Certificates issued pursuant
      to
      this Agreement; and, provided,
      further,
      that if
      there are any NIM Notes outstanding, the Servicer may only exercise its option
      after receiving the prior written consent of the holders of such NIM Notes
      and,
      if such consent is given, the Termination Price shall also include an amount
      equal to the sum of (1) any accrued interest on the NIM Notes, (2) the unpaid
      principal balance of any such NIM Notes and (3) any other reimbursable expenses
      owed by the issuer of the NIM Notes (the “NIM Redemption Amount”). If the fair
      market value of the Mortgage Loans and REO Properties shall be required to
      be
      made and agreed upon by the Servicer, if it is Terminator, and the Holders
      of a
      majority of Percentage Interest of the Class C Certificates as provided in
      (ii)
      above in their good faith business judgment, and such determination shall take
      into consideration an appraisal of the value of the Mortgage Loans and REO
      Properties conducted by an independent appraiser mutually agreed upon by the
      Servicer, if it is the Terminator, the Holders of a majority in Percentage
      Interest of the Class C Certificates and the Terminator in their reasonable
      discretion, such appraisal to be obtained by the Holders of a majority in
      Percentage Interest of the Class C Certificates at their expense, and (A) such
      appraisal shall be obtained at no expense to the Trustee and (B) the Trustee
      may
      conclusively rely on, and shall be protected in relying on, such fair market
      value determination. No such purchase by the Terminator will be permitted
      without the consent of the NIMS Insurer and the consent of the Certificate
      Insurer if a draw on the Financial Guaranty Insurance Policy will be made or
      if
      any amounts due to the Certificate Insurer would remain unreimbursed on the
      date
      of termination.


    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    


     

    If
      the
      NIMS Insurer directs the Terminator to exercise its option, then (i) the NIMS
      Insurer shall remit the Termination Price in immediately available funds to
      the
      Servicer at least three Business Days prior to the applicable Distribution
      Date
      and, upon receipt of such funds from the NIMS Insurer, the Servicer shall
      promptly deposit such funds in the Distribution Account and (ii) upon the
      termination of the Trust Fund, the Trustee will transfer the property of the
      Trust Fund to the NIMS Insurer. The NIMS Insurer shall be obligated to reimburse
      the Servicer for its reasonable out-of-pocket expenses incurred in connection
      with its termination of the Trust Fund at the direction of the NIMS Insurer
      and
      shall indemnify and hold harmless the Servicer for all losses, liabilities
      or
      expenses resulting from any claims directly resulting from or relating to the
      Terminator’s termination of the Trust Fund at the direction of the NIMS Insurer,
      except to the extent such losses, liabilities or expenses arise out of or result
      from the Servicer’s negligence, bad faith or willful misconduct. No such
      purchase by the Servicer or the NIMS Insurer will be permitted without the
      consent of the Certificate Insurer if a draw on the Financial Guaranty Insurance
      Policy will be made or if any amounts due to the Certificate Insurer would
      remain unreimbursed on the final Distribution Date.

     

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

     

    Notwithstanding
      anything provided herein to the contrary, upon the exercise of the Terminator
      of
      its Call Option, the Servicing Rights Owner shall retain any and all related
      Servicing Rights with respect to the Mortgage Loans.

     

    No
      such
      purchase by the Servicer will be permitted without the consent of the
      Certificate Insurer if a draw on the Financial Guaranty Insurance Policy will
      be
      made or if any amounts due to the Certificate Insurer would remain unreimbursed
      on the final Distribution Date.

     

    (b) Notice
      of
      any termination pursuant to the second paragraph of Section 10.01(a), specifying
      the Distribution Date (which shall be a date that would otherwise be a
      Distribution Date) upon which the Certificateholders may surrender their
      Certificates to the Certificate Registrar for payment of the final distribution
      and cancellation, shall be given promptly by the Trustee upon the Trustee
      receiving notice of such date from the Servicer by letter to the
      Certificateholders mailed not earlier than the 10th day and not later than
      the 19th day of the month immediately preceding the month of such final
      distribution specifying (1) the Distribution Date upon which final
      distribution of the Certificates will be made upon presentation and surrender
      of
      such Certificates at the office or agency of the Certificate Registrar therein
      designated, (2) the amount of any such final distribution and (3) that
      the Record Date otherwise applicable to such Distribution Date is not
      applicable, distributions being made only upon presentation and surrender of
      the
      Certificates at the office or agency of the Certificate Registrar therein
      specified. The Trustee shall give such notice to the Certificate Insurer and
      the
      Certificate Registrar at the time such notice is given to Holders of the
      Certificates. Upon any such termination, the duties of the Certificate Registrar
      with respect to the Certificates shall terminate and the Trustee shall terminate
      the Distribution Account and any other account or fund maintained with respect
      to the Certificates, subject to the Trustee’s obligation hereunder to hold all
      amounts payable to Certificateholders in trust without interest pending such
      payment.

    

      
        
          
          

        

        
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    (c) Upon
      presentation and surrender of the Certificates, the Trustee, as Paying Agent,
      shall cause to be distributed to the Holders of the Certificates on the
      Distribution Date for such final distribution, in proportion to the Percentage
      Interests of their respective Class and to the extent that funds are available
      for such purpose, an amount equal to the amount required to be distributed
      to
      such Holders in accordance with the provisions of Section 5.01 hereof for
      such Distribution Date; provided,
      however,
      that
      with respect to amounts that would otherwise be distributed to the Class R
      Certificates (i) with respect to the Group 1 Mortgage Loans on the final
      Distribution Date, such amounts, if any, shall be distributed to the Class
      2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates, pro
      rata
      up to
      the amount by which the aggregate Class Principal Balance of the classes of
      Senior Certificates related to Loan Group 2 on such date is greater than the
      Loan Group Balance of the related Group 2 Mortgage Loans for such Distribution
      Date and (ii) with respect to the Group 2 Mortgage Loans on the final
      Distribution Date, such amounts, if any, shall be distributed to the Class
      1A-1A
      and Class 1A-1B Certificates, pro
      rata
      up to
      the amount by which the aggregate Class Principal Balance of the classes of
      Senior Certificates related to Loan Group 1 on such date is greater than the
      Loan Group Balance of the related Group 1 Mortgage Loans for such Distribution
      Date.

     

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

     

    
      	 	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            


    

     

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

    

      
        
          
          

        

        
          136

          
            

          

        

        
          
          

        

      



    (i) The
      Trustee shall sell any remaining assets of the Trust Fund for cash and, within
      90 days of such sale, shall distribute to (or credit to the account of) the
      Certificateholders the proceeds of such sale together with any cash on hand
      (less amounts retained to meet claims) in complete liquidation of the Trust
      Fund, and each REMIC created hereunder; and

     

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

     

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

     

    
      	 	
              SECTION
                10.03.

            	
              NIMS
                Insurer Optional Purchase Right of Distressed Mortgage
                Loans.

            


    

     

    The
      NIMS
      Insurer, if any, may purchase any Distressed Mortgage Loan for a purchase price
      equal to the outstanding principal balance of such Mortgage Loan plus accrued
      interest thereon to the date of purchase plus any unreimbursed Advances,
      Servicing Advances or Servicing Fees allocable to such Distressed Mortgage
      Loan.
      Any such purchase shall be accomplished by the NIMS Insurer’s remittance of the
      purchase price for the Distressed Mortgage Loan to the Trustee for deposit
      into
      the Distribution Account. The NIMS Insurer shall not use any procedure in
      selecting Distressed Mortgage Loans to be purchased which would be materially
      adverse to Certificateholders.

     

    ARTICLE
      XI

     

    DISPOSITION
      OF TRUST FUND ASSETS

     

    
      	 	
              SECTION
                11.01.

            	
              Disposition
                of Trust Fund Assets.

            


    

     

    Neither
      the Trust Fund, nor this Agreement, may be terminated or voided, or any
      disposition of the assets of the Trust Fund effected, other than in accordance
      with the terms hereof, except to the extent that Holders representing no less
      than the entire beneficial ownership interest of the Certificates have consented
      in writing to such action.

     

    ARTICLE
      XII 

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	 	
              SECTION
                12.01.

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Seller, the Depositor and
      the
      Trustee (with the consent of any NIMS Insurer) without the consent of the
      Certificateholders and, with respect to any amendment that adversely affects
      the
      interest of any of the Certificate Insurer or the Holders of the Insured
      Certificates, with the prior written consent of the Certificate Insurer,
      (i) to cure any ambiguity, (ii) to correct or supplement any
      provisions herein which may be defective or inconsistent with any other
      provisions herein, (iii) to make any other provisions with respect to
      matters or questions arising under this Agreement, which shall not be
      inconsistent with the provisions of this Agreement, or (iv) to conform the
      terms
      hereof to the description thereof provided in the Prospectus; provided,
      however,
      that
      any such action listed in clause (i) through (iii) above shall not
      adversely affect in any material respect the interests of any Certificateholder;
      provided,
      further,
      that
      any such action listed in (i) through (iii) above shall be deemed not to
      adversely affect in any material respect the interests of any Certificateholder,
      if evidenced by (i) written notice to the Depositor, the Seller, any NIMS
      Insurer, the Certificate Insurer and the Trustee from the Rating Agency that
      such action will not result in the reduction or withdrawal of the rating of
      any
      outstanding Class of Certificates with respect to which it is a Rating Agency
      (without regard to the Financial Guaranty Insurance Policy) or (ii) an
      Opinion of Counsel to the effect that such amendment shall not adversely affect
      in any material respect the interests of any Certificateholder (without taking
      into account the benefits under the Financial Guaranty Insurance Policy), is
      permitted by the Agreement and all the conditions precedent, if any, have been
      complied with, delivered to the Trustee, any NIMS Insurer and the Certificate
      Insurer.

    

      
        
          
          

        

        
          137

          
            

          

        

        
          
          

        

      



    In
      addition, this Agreement may be amended from time to time by Seller, the
      Depositor and the Trustee with the consent of any NIMS Insurer, the Majority
      Certificateholders and the Certificate Insurer (if the proposed amendment
      adversely affects in any respect the rights and interest of the Certificate
      Insurer) for the purpose of adding any provisions to or changing in any manner
      or eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders of Certificates; and subject, in the case
      of
      any amendment or modification to Section 5.01(a) hereof, to the consent of
      The
      Bank of New York as Custodian; provided,
      however,
      that no
      such amendment or waiver shall (x) reduce in any manner the amount of, or
      delay the timing of, payments on the Certificates that are required to be made
      on any Certificate without the consent of the Holder of such Certificate,
      (y) adversely affect in any material respect the interests of the Holders
      of any Class of Certificates in a manner other than as described in clause
      (x)
      above, without the consent of the Holders of Certificates of such Class
      evidencing at least a 662/3%
      Percentage Interest in such Class, or (z) reduce the percentage of Voting
      Rights required by clause (y) above without the consent of the Holders of
      all Certificates of such Class then outstanding. Upon approval of an amendment,
      a copy of such amendment shall be sent to the Rating Agency.

     

    Notwithstanding
      any provision of this Agreement to the contrary, each of the Trustee and the
      NIMS Insurer shall not consent to any amendment to (1) this Agreement unless
      they shall have first received an Opinion of Counsel, delivered by and at the
      expense of the Person seeking such Amendment (unless such Person is the Trustee,
      in which case the Trustee shall be entitled to be reimbursed for such expenses
      by the Trust Fund pursuant to Section 8.05 hereof), to the effect that such
      amendment will not result in an Adverse REMIC Event and that the amendment is
      being made in accordance with the terms hereof, such amendment is permitted
      by
      this Agreement and all conditions precedent, if any, have been complied with
      and
      (2) the Reconstitution Agreement unless it shall have first received the consent
      of the Certificate Insurer.

    

      
        
          
          

        

        
          138

          
            

          

        

        
          
          

        

      



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

     

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

     

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

     

    
      	 	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            


    

     

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

     

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

     

    
      	 	
              SECTION
                12.03.

            	
              Limitation
                on Rights of
                Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate
      this Agreement or the Trust Fund, (ii) entitle such Certificateholder’s
      legal representatives or heirs to claim an accounting or to take any action
      or
      proceeding in any court for a partition or winding up of the Trust Fund or
      (iii) otherwise affect the rights, obligations and liabilities of the
      parties hereto or any of them.

     

    Except
      as
      expressly provided for herein, no Certificateholder shall have any right to
      vote
      or in any manner otherwise control the operation and management of the Trust
      Fund, or the obligations of the parties hereto, nor shall anything herein set
      forth or contained in the terms of the Certificates be construed so as to
      constitute the Certificateholders from time to time as partners or members
      of an
      association; nor shall any Certificateholder be under any liability to any
      third
      person by reason of any action taken by the parties to this Agreement pursuant
      to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall, with the prior written
      consent of any NIMS Insurer, have made written request upon the Trustee to
      institute such action, suit or proceeding in its own name as Trustee hereunder
      and shall have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee for 15 days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and no direction inconsistent with such written
      request has been given the Trustee by such Certificateholder or any NIMS
      Insurer. It is understood and intended, and expressly covenanted by each
      Certificateholder with every other Certificateholder, any NIMS Insurer and
      the
      Trustee, that no one or more Holders of Certificates shall have any right in
      any
      manner whatever by virtue of any provision of this Agreement to affect, disturb
      or prejudice the rights of the Holders of any other of such Certificates or
      the
      rights of any NIMS Insurer, or to obtain or seek to obtain priority over or
      preference to any other such Holder or any NIMS Insurer, which priority or
      preference is not otherwise provided for herein, or to enforce any right under
      this Agreement, except in the manner herein provided and for the equal, ratable
      and common benefit of all Certificateholders. For the protection and enforcement
      of the provisions of this Section 12.03, each and every Certificateholder,
      the NIMS Insurer and the Trustee shall be entitled to such relief as can be
      given either at law or in equity.

    

      
        
          
          

        

        
          139

          
            

          

        

        
          
          

        

      



    By
      accepting its Insured Certificate, each Holder of an Insured Certificate agrees
      that, unless a Certificate Insurer Default exists and is continuing, the
      Certificate Insurer shall have the right to exercise all rights of the Holders
      of the Insured Certificates under this Agreement (other than the right to
      receive distributions on the Insured Certificates) without any further consent
      of the Holders of the Insured Certificates and the Holders of the Insured
      Certificates shall exercise any such rights only upon the written consent of
      the
      Certificate Insurer; provided,
      however,
      each
      Holder of an Insured Certificate and the Certificate Insurer will have the
      right
      to receive statements and reports hereunder. Notwithstanding the foregoing,
      the
      Certificate Insurer shall have no power without the consent of the Holder of
      each Insured Certificate affected thereby to: (i) reduce in any manner the
      amount of, or delay the timing of, distributions of principal or interest
      required to be made hereunder or reduce the Percentage Interest of the Holders
      of the Insured Certificates, the applicable Pass-Through Rate or the Termination
      Price with respect to any of the Insured Certificates; (ii) reduce the
      percentage of Percentage Interests specified in Section 12.01 which are required
      to amend this Agreement; (iii) create or permit the creation of any lien against
      any part of the Trust Fund; (iv) modify any provision in any way which would
      permit an earlier retirement of the Insured Certificates; or (v) amend this
      sentence.

     

    
      	 	
              SECTION
                12.04.

            	
              Governing
                Law; Jurisdiction.

            


    

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

    

      
        
          
          

        

        
          140

          
            

          

        

        
          
          

        

      



    
      	 	
              SECTION
                12.05.

            	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service, to (a) in the
      case of the Seller, to Greenwich Capital Financial Products, Inc.,
      600 Steamboat Road, Greenwich, Connecticut 06830, Attention: General
      Counsel (telecopy number (203) 618-2132), or such other address or telecopy
      number as may hereafter be furnished to the Depositor, the Certificate Insurer
      and the Trustee in writing by the Seller, (b) in the case of the Trustee, for
      certificate transfer purposes to the Corporate Trust Office or such other
      address or telecopy number as may hereafter be furnished to the Depositor,
      the
      Certificate Insurer and the Seller in writing by the Trustee, and for all other
      purposes at P.O. Box 98, Columbia, Maryland 21046, or for overnight delivery,
      at
      9062 Old Annapolis Road, Columbia, Maryland 21045 (Attention: HarborView
      Mortgage Loan Trust 2007-1) (c) in the case of the Depositor, to Greenwich
      Capital Acceptance, Inc., 600 Steamboat Road, Greenwich, Connecticut
      06830, Attention: Legal (telecopy number (203) 618-2132), or such other
      address or telecopy number as may be furnished to the Seller, the Certificate
      Insurer and the Trustee in writing by the Depositor; and (d) in the case of
      the
      Certificate Insurer, to Financial Security Assurance Inc., 31 West
      52nd
      Street,
      New York, New York 10019, Attention: Surveillance Department (telecopy number
      (212) 339-3518),
      or such
      other address or telecopy number as may be furnished to the Depositor, the
      Seller and the Trustee in writing by the Certificate Insurer.
      Any
      notice required or permitted to be mailed to a Certificateholder shall be given
      by first class mail, postage prepaid, at the address of such Holder as shown
      in
      the Certificate Register. Notice of any Event of Default shall be given by
      telecopy and by certified mail. Any notice so mailed within the time prescribed
      in this Agreement shall be conclusively presumed to have duly been given when
      mailed, whether or not the Certificateholder receives such notice. A copy of
      any
      notice required to be telecopied hereunder shall also be mailed to the
      appropriate party in the manner set forth above. Any notice required to be
      delivered by the Trustee to the Depositor pursuant to Section 3.19 may be
      delivered by the Trustee, notwithstanding any provision of this Agreement to
      the
      contrary, to Greenwich Capital Acceptance, Inc., 600 Steamboat Road,
      Greenwich, Connecticut 06830, Attention: Mark Hagelin (telephone number (203)
      618-2596; fax number (203) 422-4284; e-mail mark.hagelin@gcm.com), or such
      other
      address or telecopy number as may be furnished to the Trustee in writing by
      the
      Depositor.

     

    
      	 	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            


    

     

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

     

    
      	 	
              SECTION
                12.07.

            	
              Article
                and Section References.

            


    

     

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

    

      
        
          
          

        

        
          141

          
            

          

        

        
          
          

        

      



    
      	 	
              SECTION
                12.08.

            	
              Notice
                to the Rating Agencies.

            


    

     

    (a) The
      Trustee shall be obligated to use its best reasonable efforts promptly to
      provide notice to the Rating Agencies, the Certificate Insurer and any NIMS
      Insurer with respect to each of the following of which a Responsible Officer
      of
      the Trustee has actual knowledge:

     

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

     

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

     

    (iii) the
      resignation or termination of the Servicer or the Trustee;

     

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

     

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

     

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

     

    (c) The
      Trustee shall promptly furnish to each Rating Agency copies of the following,
      unless such documents were made available on the Trustee’s website:

     

    (i) each
      Distribution Date Statement described in Section 5.04 hereof;

     

    (ii) each
      annual statement as to compliance described in Section 3.05 hereof;

     

    (iii) each
      annual assessment of compliance and attestation report described in Section
      3.05
      hereof; and

     

    (iv) each
      notice delivered to the Trustee pursuant to Section 5.05(b) hereof which relates
      to the fact that the Servicer has not made an Advance.

     

    (d) All
      notices to the Rating Agencies provided for in this Agreement shall be in
      writing and sent by first class mail, telecopy or overnight courier, as
      follows:

     

    If
      to
      Moody’s, to:

     

    Moody’s
      Investors Service, Inc.

    99
      Church
      Street 

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

    

      
        
          
          

        

        
          142

          
            

          

        

        
          
          

        

      

    

     

    If
      to
      S&P, to:

     

    Standard
      & Poor’s Ratings Services,

    a
      division of The McGraw-Hill Companies, Inc.

    55
      Water
      Street

    New
      York,
      New York 10041

    Facsimile
      number: (212) 438-2661

     

    
      	 	
              SECTION
                12.09.

            	
              Further
                Assurances.

            


    

     

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

     

    
      	 	
              SECTION
                12.10.

            	
              Benefits
                of Agreement.

            


    

     

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

     

    The
      Certificate Insurer is an intended third-party beneficiary of this Agreement
      with respect to the rights of the Classes of Insured Certificates. Any right
      conferred to the Certificate Insurer, other than the rights to (1) receive
      notices or documentation, (2) consent to amendments to this Agreement, but
      solely to the extent that any such amendment would materially and adversely
      affect the Certificate Insurer (in such capacity), (3) receive reimbursement
      amounts to which it is entitled under this Agreement and (4) receive Premium
      Amounts, shall be suspended after the occurrence and during the continuation
      of
      a Certificate Insurer Default; provided,
      however,
      that
      the right of the Certificate Insurer to receive Premium Amounts shall be
      suspended after the occurrence and during the continuation of a Certificate
      Insurer Default of the type specified in clause (a) of the definition thereof.
      During any period of suspension, the Certificate Insurer’s rights hereunder
      shall vest in the Holders of the Insured Certificates (to the extent such
      Holders otherwise has such rights hereunder). At such time as the Class
      Principal Balance of the Insured Certificates has been reduced to zero and
      the
      Certificate Insurer has been reimbursed for all amounts to which it is entitled
      hereunder, the Certificate Insurer’s rights hereunder shall
      terminate.

     

    The
      Depositor shall promptly notify the Custodian and the Trustee in writing of
      the
      issuance of any Class of NIMS Securities and the identity of any related NIMS
      Insurer. Thereafter, the NIMS Insurer shall be deemed a third-party beneficiary
      of this Agreement to the same extent as if it were a party hereto, and shall
      be
      subject to and have the right to enforce the provisions of this Agreement so
      long as the NIMS Securities remaining outstanding or the NIMS Insurer is owed
      amounts in respect of its guarantee of payment of such NIMS Securities. Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder,
      the Yield Maintenance Provider and its successors and assignees under the Yield
      Maintenance Agreement, the Holders of the Certificates and the NIMS Insurer,
      any
      benefit or any legal or equitable right, power, remedy or claim under this
      Agreement.

    

      
        
          
          

        

        
          143

          
            

          

        

        
          
          

        

      



    
      	 	
              SECTION
                12.11.

            	
              Acts
                of Certificateholders.

            


    

     

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

     

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

     

    (c) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust Fund
      in reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    
      	 	
              SECTION
                12.12.

            	
              Successors
                and Assigns.

            


    

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto.

     

    
      	 	
              SECTION
                12.13.

            	
              Provision
                of Information.

            


    

     

    For
      so
      long as any of the Certificates of any Class are “restricted securities” within
      the meaning of Rule 144(a)(3) under the Securities Act, the Depositor agrees
      to
      provide to any Certificateholders, any NIM Security Holder and to any
      prospective purchaser of Certificates designated by such Holder, upon the
      request of such Holder or prospective purchaser, any information required to
      be
      provided to such Holder or prospective purchaser to satisfy the condition set
      forth in Rule 144A(d)(4) under the Securities Act. 

     

    The
      Trustee shall provide to any person to whom a Prospectus was delivered by
      Greenwich Capital Markets, Inc. (as identified by Greenwich Capital Markets,
      Inc.), upon the request of such person specifying the document or documents
      requested (and certifying that it is a Person entitled hereunder), (i) a copy
      (excluding exhibits) of any report on Form 8-K, Form 10-D or Form 10-K filed
      with the Securities and Exchange Commission pursuant to this Agreement and
      (ii)
      a copy of any other document incorporated by reference in the Prospectus (to
      the
      extent in the Trustee’s possession). Any reasonable out-of-pocket expenses
      incurred by the Trustee in providing copies of such documents shall be
      reimbursed by the Depositor.

    

      
        
          
          

        

        
          144

          
            

          

        

        
          
          

        

      



    
      	 	
              SECTION
                12.14.

            	
              Transfer
                of Servicing.

            


    

     

    The
      Trustee shall not consent to or approve the assignment of the Servicing
      Agreement or the servicing thereunder or the delegation of a substantial portion
      of Countrywide’s rights or duties thereunder unless it shall have first received
      a letter from each Rating Agency to the effect that such action on the part
      of
      the Servicer will not result in a qualification, withdrawal or downgrade of
      the
      then-current rating of any of the Certificates (without regard to the Financial
      Guaranty Insurance Policy). The Trustee (on behalf of the Trust Fund) shall
      be
      entitled to conclusively rely upon documents received by it pursuant to clauses
      (i) and (ii) above in providing such written approval to the Servicer and shall
      not be liable for any action taken, suffered or omitted by it in good faith
      and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement with respect to such
      approval.


    
      
        
        

      

      
        145

        
          

        

      

      
        
        

      

    


     

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

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC.,

    as
      Depositor

     

     

    By: 
      /s/ Shakti Radhakishun            

    Name:
      Shakti Radhakishun

    Title:
      Senior Vice President

    
 

     

    GREENWICH
      CAPITAL FINANCIAL 

    PRODUCTS,
      INC., as Seller

     

     

    By: 
      /s/ Shakti Radhakishun            

    Name:
      Shakti Radhakishun

    Title:
      Senior Vice President

     

     

     

    
      
        WELLS
          FARGO BANK, N.A.,

        as
          Trustee

      

       

       

      By: 
        /s/ Graham Oglesby               
        

      Name:
        Graham Oglesby

      Title: 
        Assistant Vice President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      EXECUTION


      EXHIBIT
        A

       

      FORM
        OF SENIOR CERTIFICATE

       

      CLASS
        [[        ]] A -
        [[        ]] CERTIFICATE

       

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

       

      IF
        THE
        RATING OF THIS CERTIFICATE IS BELOW “AA-” OR ITS EQUIVALENT WHEN IT IS ACQUIRED,
        THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
        REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
        PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
        OF
        1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF
        THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
        OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT THE
        TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING
        UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE
        WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN
        SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT
        THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I
        AND
        III OF PTCE 95-60. [For
        the Class 1A-1A and Class 1A-1B Certificates Only.]

       

      ON
        OR
        PRIOR TO THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL
        MATURITY RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE
        FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
        SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
        OF
        1986, AS AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF
        THE FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND
        HOLDING OF SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH
        CERTIFICATE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
        SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY
        PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
        PTCE 95-60, PTCE 96-23, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER
        SECTION 408(b)(17) OF ERISA OR SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR
        IN
        THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH
        THE
        FOREGOING AND WILL FURTHER BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT
        IT
        WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION
        OF THE
        FOREGOING.
        [For the Class 1A-1A and Class 1A-1B Certificates
        Only.]

       

      
        
          
          

        

        
          A-1
            

          
            

          

        

        
          
          

        

      

       

      IF
        THE
        RATING OF THIS CERTIFICATE IS BELOW “BBB-” OR ITS EQUIVALENT WHEN IT IS
        ACQUIRED, THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED
        TO
        HAVE REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE
        BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
        4975 OF THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY
        SUCH PLAN OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO
        EFFECT THE TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN
        ERISA-QUALIFYING UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING
        THIS CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT”
AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
        95-60 AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER
        SECTIONS I AND III OF PTCE 95-60.] [For
        the Class 2A-1A, Class 2A-1B, Class 2A-1C1 and Class 2A-1C2 Certificates
        Only.]

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

      

        
          	
                  Certificate
                    No.:

                	
                  [    ]

                
	 	 
	
                  Cut-Off
                    Date:

                	
                  February
                    1, 2007

                
	 	 
	
                  First
                    Distribution Date:

                	
                  March
                    19, 2007

                
	 	 
	
                  Initial
                    Certificate Principal

                	
                   

                
	
                  Balance
                    of this Certificate

                	
                   

                
	
                  (“Denomination”):

                	
                  $[    ]

                
	 	 
	
                  Original
                    Class Certificate

                	
                   

                
	
                  Principal
                    Balance of this

                	
                   

                
	
                  Class:

                	
                  $[    ]

                
	 	 
	
                  Percentage
                    Interest:

                	
                  100%

                
	 	 
	
                  Pass-Through
                    Rate:

                	
                  Variable

                
	 	 
	
                  CUSIP:

                	
                  [41164M
                    [    ]

                
	 	 
	
                  Class:

                	
                  [[    ]]
                    A -
                    [[    ]]

                
	 	 
	
                  Assumed
                    Final Distribution Date:

                	
                  March
                    2037

                


        

      

       


      
        
          
          

        

        
          A-2
            

          
            

          

        

         

      


      HarborView
        Mortgage Loan Trust 

      Mortgage
        Loan Pass-Through Certificates, Series 2007-1

      Class
        [[      ]] A - [[     
]]

       

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

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        and
        in the pooling and servicing agreement dated as of February 1, 2007 (the
        “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Accordingly,
        the Certificate Principal Balance of this Certificate at any time may be
        less
        than the Initial Certificate Principal Balance set forth on the face hereof,
        as
        described herein. This Certificate does not evidence an obligation of, or
        an
        interest in, and is not guaranteed by the Depositor, the Seller or the Trustee
        referred to below or any of their respective affiliates.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Denomination of this
        Certificate by the Original Class Certificate Principal Balance) in certain
        monthly distributions with respect to a Trust Fund consisting primarily of
        the
        Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant
        to the Agreement. To the extent not defined herein, capitalized terms used
        herein have the meanings assigned to them in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        the
        acceptance hereof assents and by which such Holder is bound.

       

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

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.


      
        
          
          

        

        
          A-3
            

          
            

          

        

         

      


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

       

      
        	Dated:
                March ___,
                2007	 	 
	 	 	 
	
              	
                WELLS
                  FARGO BANK, N.A.,

                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

                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              	 


      

       

       

      
        
          
          

        

        
          A-4
            

          
            

          

        

         

      


      EXHIBIT
        B

       

      FORM
        OF SUBORDINATE CERTIFICATE (Public)

       

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

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

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

       

      ON
        OR
        PRIOR TO THE TERMINATION OF THE YIELD MAINTENANCE AGREEMENT AND THE FINAL
        MATURITY RESERVE TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE
        FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
        SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE
        OF
        1986, AS AMENDED (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF
        THE FOREGOING, UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND
        HOLDING OF SUCH CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH
        CERTIFICATE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
        SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY
        PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
        PTCE 95-60, PTCE 96-23, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER
        SECTION 408(b)(17) OF ERISA OR SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR
        IN
        THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH
        THE
        FOREGOING AND WILL FURTHER BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT
        IT
        WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION
        OF THE
        FOREGOING.

       

      
        
          
          

        

        
          B-1
            

          
            

          

        

        
          
          

        

      

       

      THIS
        CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
        REFERRED TO HEREIN.

      
        

          
            	
                    Certificate
                      No.:

                  	
                    1

                  	 
	 	 	 
	
                    Cut-Off
                      Date:

                  	
                    February
                      1, 2007

                  	 
	 	 	 
	
                    First
                      Distribution Date:

                  	
                    March
                      19, 2007

                  	 
	 	 	 
	
                    Initial
                      Certificate Principal

                  	 	 
	
                    Balance
                      of this Certificate

                  	 	 
	
                    (“Denomination”):

                  	
                    $[         
                      ]

                  	 
	 	 	 
	
                    Original
                      Class Certificate

                  	 	 
	
                    Principal
                      Balance of this

                  	 	 
	
                    Class:

                  	
                    $[         
                      ]

                  	 
	 	 	 
	
                    Percentage
                      Interest:

                  	
                    100%

                  	 
	 	 	 
	
                    Pass-Through
                      Rate:

                  	
                    Variable

                  	 
	 	 	 
	
                    CUSIP:

                  	
                    411264M
                      [          ]

                  	 
	 	 	 
	
                    Class:

                  	
                    B-[         
                      ]

                  	 
	 	 	 
	
                    Assumed
                      Final Distribution Date:

                  	
                    March
                      2037

                  	 


          

        

        
 

      

      
        
          
          

        

        
          B-2
            

          
            

          

        

         

      


      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2007-1

      Class
        B-[        ]

       

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

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        and
        in the pooling and servicing agreement dated as of February 1, 2007 (the
        “Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Accordingly,
        the Certificate Principal Balance of this Certificate at any time may be
        less
        than the Initial Certificate Principal Balance set forth on the face hereof,
        as
        described herein. This Certificate does not evidence an obligation of, or
        an
        interest in, and is not guaranteed by the Depositor, the Seller or the Trustee
        referred to below or any of their respective affiliates.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Denomination of this
        Certificate by the Original Class Certificate Principal Balance) in certain
        monthly distributions with respect to a Trust Fund consisting primarily of
        the
        Mortgage Loans deposited by the Depositor. The Trust Fund was created pursuant
        to the Agreement. To the extent not defined herein, capitalized terms used
        herein have the meanings assigned to them in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        the
        acceptance hereof assents and by which such Holder is bound.

       

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

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.


      
        
          
          

        

        
          B-3
            

          
            

          

        

         

      


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

       

      
        	Dated:
                March ___,
                2007	 	 
	 	 	 
	
              	
                WELLS
                  FARGO BANK, N.A.,

                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

                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              	 


      


      
        
          
          

        

        
          B-4
            

          
            

          

        

         

      


      EXHIBIT
        C-1

       

      FORM
        OF CLASS C CERTIFICATE

       

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

       

      THE
        HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED
        IN THE AGREEMENT.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
        TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
        OF SUCH
        REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
        REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (I)(A) PURSUANT
        TO A
        REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
        OR
        (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
        ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
        INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
        IN
        RELIANCE ON RULE 144A, AND THAT (II) SUCH HOLDER IS NOT AN EMPLOYEE BENEFIT
        PLAN
        SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        (“ERISA”), OR A PLAN OR ARRANGEMENT SECTION 4975 OF THE INTERNAL REVENUE CODE OF
        1986, AS AMENDED (THE “CODE”), THE TRUSTEE OF ANY SUCH PLAN OR A PERSON ACTING
        ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH
        PLAN.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
        LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
        OR
        OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
        INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE
        INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO
        HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON
        ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN TO EFFECT THE TRANSFER, OR (B)
        IF
        THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
        A
        REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS
        CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS
        DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE
        95-60”) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER
        SECTIONS I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE
        WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING
        ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
        TO OR ON BEHALF OF A PLAN WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
        CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
        EFFECT.

       

      
        
          
          

        

        
          C-1-1
            

          
            

          

        

        
          
          

        

      

      
         

        THIS
          CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
          REFERRED TO HEREIN.

      

      

        
          	
                  Certificate
                    No.:

                	
                  1

                	 
	 	 	 
	
                  Cut-Off
                    Date:

                	
                  February
                    1, 2007

                	 
	 	 	 
	
                  Initial
                    Certificate Principal

                	 	 
	
                  Balance
                    of this Certificate

                	 	 
	
                  (“Denomination”):

                	
                  $[    ]

                	
                   

                
	 	 	 
	
                  Original
                    Class

                	 	 
	
                  Principal
                    Balance of this

                	 	 
	
                  Class:

                	
                  $[    ]

                	
                   

                
	 	 	 
	
                  Percentage
                    Interest:

                	
                  100%

                	 
	 	 	 
	
                  Class:

                	
                  C

                	 


        

      

       


      
        
          
          

        

        
          C-1-2
            

          
            

          

        

         

      


      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2007-1

      Class
        C

       

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

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Funds
        in
        respect of this Certificate are distributable as set forth herein and in
        the
        pooling and servicing agreement dated as of February 1, 2007 (the “Agreement”)
        among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Wells
        Fargo Bank, N.A., as trustee (the “Trustee”). Accordingly, the Certificate
        Principal Balance of this Certificate at any time may be less than the Initial
        Certificate Principal Balance set forth on the face hereof, as described
        herein.
        This Certificate does not evidence an obligation of, or an interest in, and
        is
        not guaranteed by the Depositor, the Seller or the Trustee referred to below
        or
        any of their respective affiliates.

       

      This
        certifies that GREENWICH CAPITAL ACCEPTANCE, INC. is the registered owner
        of the
        Percentage Interest evidenced by this Certificate (obtained by dividing the
        Denomination of this Certificate by the Original Class Certificate Principal
        Balance) in certain distributions with respect to a Trust Fund consisting
        primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund
        was
        created pursuant to the Agreement. To the extent not defined herein, capitalized
        terms used herein have the meanings assigned to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

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

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.

       

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

       

      
        
          
          

        

        
          C-1-3
            

          
            

          

        

        
          
          

        

         

      

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


      
        
          
          

        

        
          C-1-4
            

          
            

          

        

         

      


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

       

      
        	Dated:
                March ___,
                2007	 	 
	 	 	 
	
              	
                WELLS
                  FARGO BANK, N.A.,

                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

                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              	 


      

       


      
        
          
          

        

        
          C-1-5
            

          
            

          

        

         

      


      EXHIBIT
        C-2

       

      FORM
        OF CLASS P CERTIFICATE

       

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

       

      THE
        HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED
        IN THE AGREEMENT.

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
        NOR ANY INTEREST HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,
        UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        REGISTRATION.

       

      THE
        HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
        OR
        OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
        STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO
        A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN
        INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR,
        IN
        SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER
        TO
        THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
        SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
        PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
        OF
        ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
        HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
        THAT
        THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
        CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
        OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
        AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
        95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF
        THE
        AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
        HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
        EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
        THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY
        TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
        EFFECT.


      
        
          
          

        

        
          C-2-1
            

          
            

          

        

         

      


      

        
          	
                  Certificate
                    No.:

                	
                  1

                
	 	 
	
                  Cut-Off
                    Date:

                	
                  February
                    1, 2007

                
	 	 
	
                  First
                    Distribution Date:

                	
                  March
                    19, 2007

                
	 	 
	
                  Initial
                    Certificate Principal

                	 
	
                  Balance
                    of this Certificate:

                	
                  $100

                
	 	 
	
                  Original
                    Class

                	 
	
                  Principal
                    Balance of this

                	 
	
                  Class:

                	
                  $100

                
	 	 
	
                  Percentage
                    Interest:

                	
                  100%

                
	 	 
	
                  Class:

                	
                  P

                


        

      

       


      
        
          
          

        

        
          C-2-2
            

          
            

          

        

         

      


      HarborView
        Mortgage Loan Trust 

      Mortgage
        Loan Pass-Through Certificates, Series 2007-1

      Class
        P

       

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

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Funds
        in
        respect of this Certificate are distributable as set forth herein and in
        the
        pooling and servicing agreement dated as of February 1, 2007 (the “Agreement”)
        among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Wells
        Fargo Bank, N.A., as trustee (the “Trustee”). Accordingly, the Certificate
        Principal Balance of this Certificate at any time may be less than the Initial
        Certificate Principal Balance set forth on the face hereof, as described
        herein.
        This Certificate does not evidence an obligation of, or an interest in, and
        is
        not guaranteed by the Depositor, the Seller or the Trustee referred to below
        or
        any of their respective affiliates.

       

      This
        certifies that GREENWICH CAPITAL ACCEPTANCE, INC. is the registered owner
        of the
        Percentage Interest evidenced by this Certificate (obtained by dividing the
        Denomination of this Certificate by the Original Class Certificate Principal
        Balance) in certain distributions with respect to a Trust Fund consisting
        primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund
        was
        created pursuant to the Agreement. To the extent not defined herein, capitalized
        terms used herein have the meanings assigned to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

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

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.

       

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

       

      
        
          
          

        

        
          C-2-3
            

          
            

          

        

        
          
          

        

         

      

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


      
        
          
          

        

        
          C-2-4
            

          
            

          

        

         

      


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

       

      
        	Dated:
                March ___,
                2007	 	 
	 	 	 
	 	
                WELLS
                  FARGO BANK, N.A.,

                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

                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              	 


      

       


      
        
          
          

        

        
          C-2-5
            

          
            

          

        

         

      


      EXHIBIT
        C-3

       

      FORM
        OF CLASS R CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEREE DELIVERS TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER
        AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
        HEREIN.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
        LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
        SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
        PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
        OF
        ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) A REPRESENTATION
        THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH
        FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION
        V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”) AND THAT THE
        PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND
        III OF
        PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
        OF
        THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
        HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
        EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
        OF
        COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL
        BE
        VOID AND OF NO EFFECT.


      

        
          	
                  Certificate
                    No.:

                	
                  1

                
	 	 
	
                  Cut-Off
                    Date:

                	
                  February
                    1, 2007

                
	 	 
	
                  Percentage
                    Interest:

                	
                  100%

                
	 	 
	
                  Class:

                	
                  R

                


        

         

      


      
        
          
          

        

        
          C-3-1


          
            

          

        

         

      


      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2007-1

      Class
        R

       

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

       

      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

      Funds
        in
        respect of this Certificate are distributable as set forth herein and in
        the
        pooling and servicing agreement dated as of February 1, 2007 (the “Agreement”)
        among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
        Greenwich Capital Financial Products, Inc., as seller (the “Seller”) and Wells
        Fargo Bank, N.A., as trustee (the “Trustee”). Accordingly, the Certificate
        Principal Balance of this Certificate at any time may be less than the Initial
        Certificate Principal Balance set forth on the face hereof, as described
        herein.
        This Certificate does not evidence an obligation of, or an interest in, and
        is
        not guaranteed by the Depositor, the Seller or the Trustee referred to below
        or
        any of their respective affiliates.

       

      This
        certifies that GREENWICH CAPITAL ACCEPTANCE, INC. is the registered owner
        of the
        Percentage Interest evidenced by this Certificate (obtained by dividing the
        Denomination of this Certificate by the Original Class Certificate Principal
        Balance) in certain distributions with respect to a Trust Fund consisting
        primarily of the Mortgage Loans deposited by the Depositor. The Trust Fund
        was
        created pursuant to the Agreement. To the extent not defined herein, capitalized
        terms used herein have the meanings assigned to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

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

       

      This
        Certificate shall not be entitled to any benefit under the Agreement or be
        valid
        for any purpose unless manually authenticated by an authorized signatory
        of the
        Certificate Registrar.

       

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

       

      
        
          
          

        

        
          C-3-2


          
            

          

        

        
          
          

        

         

      

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


      
        
          
          

        

        
          C-3-3


          
            

          

        

         

      


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

      
        	 	 	 
	Dated:
                March ___,
                2007	 	 
	 	 	 
	 	
                WELLS
                  FARGO BANK, N.A.,

                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

                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              	 


      

       

      
        
          
          

        

        
          C-3-4


          
            

          

        

         

      


      EXHIBIT
        D

       

      FORM
        OF REVERSE CERTIFICATE

       

      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2007-1

      Reverse
        Certificate

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
        2007-1 (herein collectively called the “Certificates”), and representing a
        beneficial ownership interest in the Trust Fund created by the
        Agreement.

       

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

       

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

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 19th
        day of
        each month, or if the 19th
        day is
        not a Business Day, then on the next succeeding Business Day (the “Distribution
        Date”), commencing on the Distribution Date in March 2007, to the Person in
        whose name this Certificate is registered at the close of business on the
        applicable Record Date in an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount required to be distributed
        to Holders of Certificates of the Class to which this Certificate belongs
        on
        such Distribution Date pursuant to the Agreement.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights of the Certificateholders under
        the
        Agreement at any time, by the Depositor, the Seller, the Trustee and Holders
        of
        the requisite percentage of the Percentage Interests of each Class of
        Certificates affected by such amendment, as specified in the Agreement. Any
        such
        consent by the Holder of this Certificate shall be conclusive and binding
        on
        such Holder and upon all future Holders of this Certificate and of any
        Certificate issued upon the transfer hereof or in exchange therefor or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      
        
          
          

        

        
          D-1
            

          
            

          

        

        
          
          

        

         

      

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        of
        the Certificate Registrar upon surrender of this Certificate for registration
        of
        transfer at the office or agency maintained by the Certificate Registrar
        accompanied by a written instrument of transfer in form satisfactory to the
        Certificate Registrar duly executed by the Holder hereof or such Holder’s
        attorney duly authorized in writing, and thereupon one or more new Certificates
        of the same Class in authorized denominations and evidencing the same aggregate
        Percentage Interest in the Trust Fund will be issued to the designated
        transferee or transferees. The Certificates are issuable only as registered
        Certificates without coupons in denominations specified in the Agreement.
        As
        provided in the Agreement and subject to certain limitations set forth therein,
        Certificates are exchangeable for new Certificates of the same Class in
        authorized denominations and evidencing the same aggregate Percentage Interest,
        as requested by the Holder surrendering the same. No service charge will
        be made
        for any such registration of transfer or exchange, but the Certificate Registrar
        may require payment of a sum sufficient to cover any tax or other governmental
        charge payable in connection therewith.

       

      Subject
        to the terms of the Agreement, each Class of Book-Entry Certificates will
        be
        registered as being held by the Depository or its nominee and beneficial
        interests will be held by Certificate Owners through the book-entry facilities
        of the Depository or its nominee in minimum denominations of $25,000 and
        integral dollar multiples of $1 in excess thereof, provided,
        that,
        such
        certificates must be purchased in minimum total investments of at least
        $100,000.

       

      Each
        of
        the Class C, Class P and Class R Certificates shall be issued as a single
        certificate and will be maintained in physical form.

       

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

       

      On
        any
        Distribution Date following the date on which the aggregate of the Stated
        Principal Balances of the Mortgage Loans on such date is equal to or less
        than
        10% of the Cut-Off Date Aggregate Principal Balance, the Servicer, with the
        prior written consent of the NIMS Insurer or at the direction of the NIMS
        Insurer may, at its option, terminate the Agreement by purchasing all of
        the
        outstanding Mortgage Loans and REO Properties at the Termination Price as
        provided in the Agreement. In the event that the Servicer does not exercise
        its
        right of optional termination, the obligations and responsibilities created
        by
        the Agreement will terminate upon the earliest of (i) the Distribution Date
        on
        which the Class Certificate Principal Balance of each Class of Certificates
        has
        been reduced to zero, (ii) the final payment or other liquidation of the
        last
        Mortgage Loan and (iii) the Latest Possible Maturity Date.

       

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


      
        
          
          

        

        
          D-2
            

          
            

          

        

         

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ______________________

      _______________________________________________________________________________________________________________

      (Please
        print or typewrite name and address including postal ZIP code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address: _________________________________________________

      __________________________________________________________________________________________________________.

       

      
        	 	 	 
	Dated:
                _____________	 	 
	 	 	 
	 	
                
Signature
                by or on behalf of
                assignor


      

       

      
        
          
          

        

        
          D-3
            

          
            

          

        

         

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to________________________________________________________________________________________________________________________________________

      for
        the
        account
        of_____________________________________________________________________________________,

      account
        number __________________________________, or, if mailed by check, to
        _______________________________

      ____________________________________________________________________________________________________

      Applicable
        statements should be mailed to
        __________________________________________________________________

      ________________________________________________________________________________________________________________________.

       

      This
        information is provided by
        __________________________________________________________________,

      the
        assignee named above, or
        ___________________________________________________________________________,

      as
        its
        agent.


      
        
          
          

        

        
          D-4
            

          
            

          

        

         

      


      EXHIBIT
        E

       

      [RESERVED]


      
        
          
          

        

        
          E-1
            

          
            

          

        

         

      

       

      EXHIBIT
        F

       

      REQUEST
        FOR RELEASE 

       

      
        	 	
                                                

              
	 	
                Date

              


      

       

      [Addressed
        to Trustee

      or,
        if
        applicable, custodian]

       

      In
        connection with the administration of the mortgages held by you as [Trustee]
        [Custodian, on behalf of the Trustee] under a certain Pooling and Servicing
        Agreement dated as of February 1, 2007 among Greenwich Capital Acceptance,
        Inc.,
        as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Wells
        Fargo Bank, N.A., as Trustee (the “Pooling and Servicing Agreement”), the
        undersigned [Servicer] hereby requests a release of the Mortgage File held
        by
        you as [Trustee] [Custodian, on behalf of the Trustee] with respect to the
        following described Mortgage Loan for the reason indicated below.

       

      Mortgagor’s
        Name:

       

      Address:

       

      Loan
        No.:

       

      Reason
        for requesting file:

       

      1.  Mortgage
        Loan paid in full. (The [Servicer] hereby certifies that all amounts received
        in
        connection with the loan have been or will be credited to a Servicing Account
        or
        the Distribution Account (whichever is applicable) pursuant to the Pooling
        and
        Servicing Agreement.)

       

      2.  The
        Mortgage Loan is being foreclosed.

       

      3.  Mortgage
        Loan substituted. (The [Servicer] hereby certifies that a Qualified Substitute
        Mortgage Loan has been assigned and delivered to you along with the related
        Mortgage File pursuant to the Pooling and Servicing Agreement.)

       

      4.  Mortgage
        Loan repurchased. (The [Servicer] hereby certifies that the Purchase Price
        has
        been credited to a Servicing Account or the Distribution Account (whichever
        is
        applicable) pursuant to the Pooling and Servicing Agreement.)

       

      5.  Other.
        (Describe)

       

      The
        undersigned acknowledges that the above Mortgage File will be held by the
        undersigned in accordance with the provisions of the Pooling and Servicing
        Agreement and will be returned to you within ten (10) days of our receipt
        of the
        Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased
        or substituted for a Qualified Substitute Mortgage Loan (in which case the
        Mortgage File will be retained by us without obligation to return to
        you).

       

      
        
          
          

        

        
          F-1
            

          
            

          

        

        
          
          

        

      

       

      Capitalized
        terms used herein shall have the meanings ascribed to them in the Pooling
        and
        Servicing Agreement.

       

       

      
        	 	 	
                
                  

                

                [Name
                  of [Servicer]]

              
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                Title:
                  Servicing Officer

              


      

       


      
        
          
          

        

        
          F-2
            

          
            

          

        

         

      


      EXHIBIT
        G-1

       

      FORM
        OF RECEIPT OF MORTGAGE NOTE

       

      RECEIPT
        OF MORTGAGE NOTE

       

      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      
        	 	
                Re:
                  

              	
                HarborView
                  Mortgage Loan Trust 
                  Mortgage
                    Loan Pass-Through Certificates, Series
                    2007-1

                

              


      

       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 2.01 of the Pooling and Servicing Agreement dated as of February
        1,
        2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital
        Financial Products, Inc., as Seller and Wells Fargo Bank, N.A., as Trustee,
        we
        hereby acknowledge the receipt of the original Mortgage Note with respect
        to
        each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed
        on
        Exhibit 2.

       

      
        	 	 	 
	 	The
                Bank of New
                York, as Custodian
	 
 	 
 	 
 
	 	By:  	
              
	 	
                

                Name:

                Title:

              
	 	 
	Dated:
	
              


      


      
        
          
          

        

        
          G-1-1
            

          
            

          

        

         

      


      EXHIBIT
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      [To
        be
        retained in a separate closing binder entitled “HarborView 2007-1 Mortgage Loan
        Schedule” at the Washington DC offices of McKee Nelson LLP] 


      
        
          
          

        

        
          G-1-2
            

          
            

          

        

         

      


      EXHIBIT
        2

       

      EXCEPTION
        REPORT


       

      [To
        be
        retained in a separate closing binder entitled “HarborView 2007-1 Mortgage Loan
        Schedule” at the Washington DC offices of McKee Nelson LLP]


      
        
          
          

        

        
          G-1-3
            

          
            

          

        

         

      


      EXHIBIT
        G-2

       

      FORM
        OF INTERIM CERTIFICATION OF TRUSTEE

       

      INTERIM
        CERTIFICATION OF TRUSTEE

       

      [date]

       

      
        	
                Greenwich
                  Capital Acceptance, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              	 
	 	 
	
                Greenwich
                  Capital Financial Products, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              	 


      

       

      
        	
              	Re:	
                Pooling
                  and Servicing Agreement dated as of February 1, 2007, among Greenwich
                  Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
                  Products,
                  Inc., as Seller and Wells Fargo Bank, N.A., as Trustee, HarborView
                  Mortgage
                  Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-1
                  

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the above-captioned Pooling and Servicing
        Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
        hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
        Schedule (other than any Mortgage Loan paid in full or listed on the attached
        schedule) it has received:

       

      
        	 	
                (i)

              	
                all
                  documents required to be delivered to the Trustee pursuant to
                  Section 2.01 of the Pooling and Servicing Agreement are in its
                  possession;

              


      

      
         

        
          	 	
                  (ii)

                	
                  such
                    documents have been reviewed by the Trustee and have not been
                    mutilated,
                    damaged or torn and relate to such Mortgage Loan;
                    and

                


        

        
           

          
            	 	
                    (iii)

                  	based on the Trustee’s examination and only as to the
                    foregoing, the information set forth in the Mortgage Loan Schedule
                    that
                    corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the
                    Mortgage
                    Loan Schedule accurately reflects information set forth in the
                    Mortgage
                    File.


          

           

        

      

      Based
        on
        its review and examination and only as to the foregoing documents, such
        documents appear regular on their face and related to such Mortgage
        Loan.

       

      The
        Trustee has made no independent examination of any documents contained in
        each
        Mortgage File beyond the review specifically required in the Pooling and
        Servicing Agreement. The Trustee makes no representations as to: (i) the
        validity, legality, sufficiency, enforceability or genuineness of any of
        the
        documents contained in each Mortgage File of any of the Mortgage Loans
        identified on the Mortgage Loan Schedule, or (ii) the collectibility,
        insurability, effectiveness or suitability of any such Mortgage
        Loan.

       

      
        
          
          

        

        
          G-2-1
            

          
            

          

        

        
          
          

        

      

       

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

       

      
        	 	 	 
	 	WELLS
                FARGO BANK,
                N.A., as Trustee
	 
 	 
 	 
 
	 	By:  	
              
	 	
                

                Name:
                  

              
	 	
                
                  

                

              
	 	
                Title:

              
	 	
                
                  

                

              


      

       


      
        
          
          

        

        
          G-2-2
            

          
            

          

        

         

      


      EXHIBIT
        G-3

       

      FORM
        OF FINAL CERTIFICATION OF TRUSTEE

       

      FINAL
        CERTIFICATION OF TRUSTEE

       

      [date]

       

      
        	
                Greenwich
                  Capital Acceptance, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              	 
	 	 
	
                Greenwich
                  Capital Financial Products, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 06830

              	 


      

      


       

      
        	
              	Re:	
                Pooling
                  and Servicing Agreement dated as of February 1, 2007, among Greenwich
                  Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial
                  Products, Inc., as Seller and Wells Fargo Bank, N.A., as Trustee,
                  HarborView Mortgage
                  Loan Trust Mortgage Loan Pass-Through Certificates, Series
                  2007-1

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the above-captioned Pooling and Servicing
        Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
        hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
        Schedule (other than any Mortgage Loan paid in full or listed on the attached
        Document Exception Report) it has received all documents required to be
        delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
        Agreement.

       

      Based
        on
        its review and examination and only as to the foregoing documents, (a) such
        documents appear regular on their face and related to such Mortgage Loan,
        and
        (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv)
        of the
        definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and
        Servicing Agreement accurately reflects information set forth in the Mortgage
        File.

       

      The
        Trustee has made no independent examination of any documents contained in
        each
        Mortgage File beyond the review specifically required in the Pooling and
        Servicing Agreement. The Trustee makes no representations as to: (i) the
        validity, legality, sufficiency, enforceability or genuineness of any of
        the
        documents contained in each Mortgage File of any of the Mortgage Loans
        identified on the Mortgage Loan Schedule, or (ii) the collectibility,
        insurability, effectiveness or suitability of any such Mortgage
        Loan.

       

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

       

      
        
          
          

        

        
          G-3-1
            

          
            

          

        

        
          
          

        

      

      


      
         

        
          	 	 	 
	 	WELLS
                  FARGO BANK,
                  N.A., as Trustee
	 
 	 
 	 
 
	 	By:  	
                
	 	
                  

                  Name:
                    

                
	 	
                  
                    

                  

                
	 	
                  Title:

                
	 	
                  
                    

                  

                


        

         

      

       

      
        
          
          

        

        
          G-3-2
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H

       

      FORM
        OF LOST NOTE AFFIDAVIT

       

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

       

      On
        ___________________, _________________________ did execute and deliver a
        promissory note in the principal amount of $__________.

       

      That
        said
        note has been misplaced or lost through causes unknown and is currently lost
        and
        unavailable after diligent search has been made. The Seller’s records show that
        an amount of principal and interest on said note is still presently outstanding,
        due, and unpaid, and such Seller is still owner and holder in due course
        of said
        lost note.

       

      The
        Seller executes this Affidavit for the purpose of inducing Wells Fargo Bank,
        N.A., as trustee on behalf of HarborView Mortgage Loan Trust Mortgage Loan
        Pass-Through Certificates, Series 2007-1, to accept the transfer of the above
        described loan from the Seller.

       

      The
        Seller agrees to indemnify Wells Fargo Bank, N.A. and Greenwich Capital
        Acceptance, Inc. and hold them harmless for any losses incurred by such parties
        resulting from the fact that the above described Note has been lost or
        misplaced.

       

      


      By: 
        _________________________________________

      
        _________________________________________

         

      

      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

       

      On
        this
        ____ day of ___________ 20__, before me, a Notary Public, in and for said
        County
        and State, appeared ________________________, who acknowledged the extension
        of
        the foregoing and who, having been duly sworn, states that any representations
        therein contained are true.

       

      Witness
        my hand and Notarial Seal this ____ day of _______ 20__.

       

      _______________________________

      _______________________________

       

      My
        commission expires _______________.

      


       

      
        
          
          

        

        
          H-1
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I-1

       

      FORM
        OF ERISA REPRESENTATION FOR RESIDUAL CERTIFICATE

      


       

      [Date]

      


      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Service Manager - HarborView 2007-1

       

      
        	
              	Re:	
                HarborView
                  Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                  Series 2007-1, Class R
                  Certificate 

              


      

       

      Ladies
        and Gentlemen:

       

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

       

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

       

      
        
          
          

        

        
          I-1-1
            

          
            

          

        

        
          
          

        

         

      

      3. The
        Transferee hereby acknowledges that under the terms of the Pooling and Servicing
        Agreement dated as of February 1, 2007 (the “Agreement”) among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller and Wells Fargo Bank, N.A., 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-1-2
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I-2

       

      FORM
        OF ERISA REPRESENTATION

      FOR
        ERISA RESTRICTED TRUST CERTIFICATES

       

      [Date]

      


      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Service Manager - HarborView 2007-1

      


      
        	
              	Re:	
                HarborView
                  Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                  Series 2007-1, ERISA Restricted Trust Certificates
                   

              


      

       

      Ladies
        and Gentlemen:

       

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

       

      2.  The
        Transferee either (x) is not an employee benefit plan subject to Section
        406 of
        the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a
        plan or arrangement subject to Section 4975 of the Internal Revenue Code
        of
        1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on
        behalf of any such Plan nor using the assets of any such Plan to effect the
        transfer; (y) if the Certificate has been the subject of a best efforts or
        firm
        commitment underwriting or private placement that meets the requirements
        of
        Prohibited Transaction Exemption 2002-41, and is an insurance company which
        is
        purchasing such Certificates with funds contained in an “insurance company
        general account” (as such term is defined in Section V(e) of Prohibited
        Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
        holding of such Certificates are covered under Section I and III of PTCE
        95-60;
        or (z) shall deliver to the Certificate Registrar an opinion of counsel (a
        “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon
        which the Certificate Registrar 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 February 1, 2007 (the “Agreement”) among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller and Wells Fargo Bank, N.A., 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.

       

      
        
          
          

        

        
          I-2-1


          
            

          

        

        
          
          

        

         

      

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

       

      IN
        WITNESS WHEREOF, the Transferee has executed this certificate.

      
         

        
          	 	 	 
                  
	 	
                  
[Transferee]
	 
 	 
 	 
 
	 	By:  	
                
	 	
                  

                  Name:

                  Title:

                


        

        


        
          
            
            

          

          
            I-2-2


            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        J-1

       

      FORM
        OF INVESTMENT LETTER [NON-RULE 144A]

       

      [date]

       

      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Service Manager - HarborView 2007-1


       

      
        	 	
                Re:
                  

              	
                HarborView
                  Mortgage Loan Trust Mortgage Loan Pass-Through
                  Certificates, Series 2007-1, 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

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Service Manager - HarborView 2007-1

      


       

      
        	 	
                Re:
                  

              	
                HarborView
                  Mortgage Loan Trust Mortgage Loan Pass-Through
                  Certificates, Series 2007-1, 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]

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          J-2-6
            

          
            

          

        

        
          
          

        

         

      

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

       

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

      
        	 	 	 
	 	
                
Print
                Name of Buyer or Adviser
	 
 	 
 	
 
	 	By:  	
              
	 	
                

                Name:

                Title:

              


      

       

      
        	 	 	 
	 	IF AN ADVISER:
	 
 	 
 	 
 
	
                 

              	
                
                  

                

                Print
                  Name of Buyer

              
	 	
                Date:  
                  

              	
              
	 	 	
                

              


      

       

       

      
        
          
          

        

        
          J-2-7
            

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

       

      FORM
        OF TRANSFEROR CERTIFICATE

       

      [date]

       

      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06380

      Attention:
        Corporate Trust, HarborView Mortgage Loan Trust 2007-1

      


      Wells
        Fargo Bank, N.A.

      Sixth
        Street & Marquette Avenue

      Minneapolis,
        Minnesota 55479

      


       

      
        	 	
                Re:
                  

              	
                HarborView
                  Mortgage Loan Trust Mortgage Loan Pass-Through
                  Certificates, Series 2007-1, 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 2007-1, 

      CLASS
        R

      

        
          	
                  STATE
                    OF 

                	
                  )

                	
                   

                
	
                   

                	
                  )

                	
                  ss:

                
	
                  COUNTY
                    OF

                	
                  )

                	
                   

                


        

      

      


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

       

      
        	
                1.

              	
                The
                  undersigned is an officer of ______________________, the proposed
                  Transferee of a 100% Ownership Interest in the Class R Certificate
                  (the
                  “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                  (the “Agreement”) dated as of February 1, 2007, relating to the
                  above-referenced Certificates, among Greenwich Capital Acceptance,
                  Inc.,
                  as Depositor, Greenwich Capital Financial Products, Inc., as Seller
                  and
                  Wells Fargo Bank, N.A., 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.

              


      

       

      
        	
                3.

              	
                The
                  Transferee has been advised of, and understands that (i) a tax
                  will be
                  imposed on Transfers of the Certificate to Persons that are not
                  Permitted
                  Transferees; (ii) such tax will be imposed on the transferor, or,
                  if such
                  Transfer is through an agent (which includes a broker, nominee
                  or
                  middleman) for a Person that is not a Permitted Transferee, on
                  the agent;
                  and (iii) the Person otherwise liable for the tax shall be relieved
                  of
                  liability for the tax if the subsequent Transferee furnished to
                  such
                  Person an affidavit that such subsequent Transferee is a Permitted
                  Transferee and, at the time of Transfer, such Person does not have
                  actual
                  knowledge that the affidavit is false. The Transferee has provided
                  financial statements or other financial information requested by
                  the
                  Transferor in connection with the transfer of the Certificate to
                  permit
                  the Transferor to assess the financial capability of the Transferee
                  to pay
                  such taxes.

              


      

       

      
        	
                4.

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

              


      

       

      
        
          
          

        

        
          L-1
            

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                The
                  Transferee has reviewed the provisions of Section 6.02(e) of the
                  Agreement
                  and understands the legal consequences of the acquisition of an
                  Ownership
                  Interest in the Certificate including, without limitation, the
                  restrictions on subsequent Transfers and the provisions regarding
                  voiding
                  the Transfer and mandatory sales. The Transferee expressly agrees
                  to be
                  bound by and to abide by the provisions of Section 6.02(e) of the
                  Agreement and the restrictions noted on the face of the Certificate.
                  The
                  Transferee understands and agrees that any breach of any of the
                  representations included herein shall render the Transfer to the
                  Transferee contemplated hereby null and
                  void.

              


      

       

      
        	
                6.

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

              


      

       

      
        	
                7.

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

              


      

       

      
        	8.	
                The
                  Transferee’s taxpayer identification number is             .

              


      

       

      
        	
                9.

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

              


      

       

      
        
          
          

        

        
          L-2
            

          
            

          

        

         

      


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

      
        	 	 	 
	 	[NAME OF TRANSFEREE]
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                Title:

              
	 	
              


      

      [Corporate
        Seal]

       

      ATTEST:

       

      
        
          

        

      

      [Assistant]
        Secretary

       

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

       

      Subscribed
        and sworn before me this     
        day
        of
        
        ,
        20  .

      
        	 	 	 
	 	
                
                  

                

                NOTARY
                  PUBLIC

              
	 
 	 
 	 
	 	 	
                My
                  Commission expires the     
                  day of                 ,
                  20  .

              


      

      
 

      
        
          
          

        

        
          L-3
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        M-1

       

      FORM
        OF BACK-UP SARBANES-OXLEY CERTIFICATION

       

      [  ]

      [  ]

      [  ]


       

      [_______],
        the [_______] of [_______] (the “Company”) hereby certifies to the Depositor and
        the Trustee, and each of their officers, directors and affiliates
        that:

       

      (1) I
        have
        reviewed [the servicer compliance statement of the Company provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”),] the
        report on assessment of the Company’s compliance with the Servicing Criteria set
        forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
        accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Company during 200[ ] that were delivered
        by the Company to any of the Depositor and the Trustee pursuant to the Agreement
        (collectively, the “Company Servicing Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Depositor and
        the
        Trustee;

       

      (4) I
        am
        responsible for reviewing the activities performed by [_______] as [_______]
        under the [_______] (the “Agreement”), and based on my knowledge [and the
        compliance review conducted in preparing the Compliance Statement] and except
        as
        disclosed in [the Compliance Statement,] the Servicing Assessment or the
        Attestation Report, the Company has fulfilled its obligations under the
        Agreement in all material respects; and

       

      (5) [The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and] [The] [the] Servicing Assessment and Attestation Report required
        to be provided by the Company and [by any Subservicer or Subcontractor] pursuant
        to the Agreement, have been provided to the Depositor and the Trustee. Any
        material instances of noncompliance described in such reports have been
        disclosed to the Depositor and the Trustee. Any material instance of
        noncompliance with the Servicing Criteria has been disclosed in such
        reports.

       

      
        
          
          

        

        
          M-1-1
            

          
            

          

        

        
          
          

        

         

      

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement dated as of February 1, 2007 (the “Pooling and
        Servicing Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor,
        Greenwich Capital Financial Products, Inc., as Seller and Wells Fargo Bank,
        N.A., as Trustee. Capitalized terms used but not defined herein shall have
        the
        meanings given to them in the Pooling and Servicing Agreement.

      
        	 	 	 
	 	
                [_______]

                 

                as
                  [_______]

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                Name:

                Title:

                Date:

              




      
        
          
          

        

        
          M-1-2
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        M-2

       

      FORM
        OF BACK-UP SARBANES-OXLEY CERTIFICATION TO BE PROVIDED BY THE
        TRUSTEE

       

      Greenwich
        Capital Acceptance, Inc.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06380

      Attention:
        Corporate Trust, HarborView Mortgage Loan Trust 2006-10

      


      
        	 	
                Re:

              	
                HarborView
                  Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                  Series 2007-1, issued pursuant to the Pooling and Servicing
                  Agreement dated as of February 1, 2007, among Greenwich 
                  Capital
                  Acceptance, Inc., as Depositor, Greenwich Capital Financial
                  Products,
                  Inc., as Seller and Wells Fargo Bank, N.A., as
                  Trustee

              


      

       

      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-2-1
            

          
            

          

        

        
          
          

        

         

      

      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, credit risk manager, custodian(s)]

       

      


      Date:      

      
        
          

        



      Wells
        Fargo Bank, N.A., as Trustee


      


       

        
          

        

      

      [Signature]

      [Title]

      


       

      
        
          
          

        

        
          M-2-2
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        N

       

      LIST
        OF SERVICERS AND SERVICING AGREEMENTS 

       

      1.
        Master
        Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003,
        as
        amended by that certain Amendment Number One, dated as of November 1, 2004
        and
        as further amended on December 1, 2005 by that certain Amendment Reg AB to
        the
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
        1,
        2005, between GCFP and CHL.

       

      
        
          
          

        

        
          N-1-1
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        O

       

      TRANSACTION
        PARTIES

      
        

          
            	
                    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

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	 
	
                    Yield
                      Maintenance Provider

                  	
                    The
                      Royal Bank of Scotland
                      plc

                  


          

        

      

       

      
        
          
          

        

        
          O-1
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        P


       

      FORM
        OF TRUSTEE CERTIFICATE

      


      
        	 	
                Re:
                  

              	
                HarborView
                  Mortgage Loan Trust (the “Trust”) Mortgage
                  Loan Pass-Through Certificates, Series
                  2007-1

              


      

       

      I,
        [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
        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 and Servicing Agreement is included in these
        reports.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement, dated February 1, 2007 (the “Pooling and
        Servicing Agreement”) among the Depositor, Greenwich Capital Financial Products,
        Inc., as the seller (the “Seller”) and the Trustee, as trustee.

      
        	 	 	 
	 	
                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee 

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                [Name]
                  

                [Title]

                [Date]

              


      

       

       

      
      

      
        
          
          

        

        
          P-1
            

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        Q

       

      FORM
        OF CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
        ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“WFBNA”), in
        its capacities as Trustee, shall address, at a minimum, the criteria identified
        as below as “Applicable Servicing Criteria:”

       

      
        
          	
                  Servicing
                    Criteria

                	 	
                   

                
	
                  Reference

                	 	
                  Criteria

                	 	
                  
                    Applicable

                    Servicing

                    Criteria
                      for WFBNA

                  

                
	
                   

                	 	
                  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.

                	 	
                   

                
	 	 	 	 	 
	
                  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

                


        

         

        
          
            
            

          

          
            Q-1
              

            
              

            

          

          
            
            

          

           

        

         

        
          	
                   Servicing
                    Criteria

                	 	 
	
                  Reference

                	 	
                  Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for WFBNA

                
	
                  1122(d)(2)(vi)

                	 	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(2)(vii)

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

                	 	
                  X

                
	 	 	 	 	 
	
                   

                	 	
                  Investor
                    Remittances and Reporting

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(3)(i)

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

                	 	
                  X

                
	 	 	 	 	 
	
                  1122(d)(3)(ii)

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

                	 	
                  X

                
	 	 	 	 	 
	
                  1122(d)(3)(iii)

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

                	 	
                  X

                
	 	 	 	 	 
	
                  1122(d)(3)(iv)

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

                	 	
                  X

                
	 	 	 	 	 
	
                   

                	 	
                  Pool
                    Asset Administration

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(i)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(ii)

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

                	 	
                   

                


        

         

        
          
            
            

          

          
            Q-2
              

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Servicing
                    Criteria

                	 	 
	
                  Reference

                	 	
                  Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for WFBNA

                
	
                  1122(d)(4)(iii)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(iv)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(v)

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

                	 	
                   

                
	 	 	 	 	 
	
                  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.

                	 	
                   

                


        

         

        
          
            
            

          

          
            Q-3
              

            
              

            

          

           

        

         

        
          	
                  Servicing
                    Criteria

                	 	 
	
                  Reference

                	 	
                  Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for WFBNA

                
	
                  1122(d)(4)(xi)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(xii)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(xiii)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(xiv)

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

                	 	
                   

                
	 	 	 	 	 
	
                  1122(d)(4)(xv)

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

                	 	
                  X

                


        

      

       

      
        
          
          

        

        
          Q-4
            

          
            

          

        

        
          
          

        

      

       

      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.

      

        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	 	 	 
	
                  Item
                    on Form 10-D

                	 	
                  Party
                    Responsible 

                
	
                  Item
                    1: Distribution and Pool Performance Information

                   

                	 	
                   

                
	
                  Information
                    included in the Distribution Date Statement

                	 	
                  Servicer(1)

                  Trustee

                   

                
	
                  Any
                    information required by 1121 which is NOT included on the Distribution
                    Date Statement

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    2: Legal Proceedings

                   

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

                	 	
                   

                
	 	 	 
	
                  ·
                    Issuing Entity (Trust
                    Fund)

                	 	
                  Trustee
                    and Depositor

                
	 	 	 
	
                  ·
                    Sponsor (Seller)

                	 	
                  Seller
                    (if a party to the Trust Agreement) or Depositor

                
	 	 	 
	
                  ·
                    Depositor

                	 	
                  Depositor

                
	 	 	 
	
                  ·
                    Trustee

                	 	
                  Trustee

                
	 	 	 
	
                  ·
                    Custodian

                	 	
                  Custodian(2)

                
	 	 	 
	
                  ·
                    1110(b) Originator

                	 	
                  Depositor

                
	 	 	 
	
                  ·
                    Any 1108(a)(2) Servicer
                    

                	 	
                  Servicer(1)

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

                	 	
                  Depositor

                


        

         

        
          
            
            

          

          
            R-1


            
              

            

          

          
            
            

          

        

         

         

        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	 	 	 
	
                  Item
                    on Form 10-D

                	 	
                  Party
                    Responsible 

                


        

        
          	
                  Item
                    3: Sale of Securities and Use of Proceeds

                   

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

                   

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

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    4: Defaults Upon Senior Securities

                   

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

                   

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

                	 	
                  Trustee

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

                   

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

                	 	
                  Trustee

                
	 	 	 
	
                  Item
                    6: Significant Obligors of Pool Assets

                   

                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	 	
                  Depositor

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

                	 	
                   

                
	 	 	 
	
                  Item
                    7: Significant Enhancement Provider Information

                   

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

                	 	
                   

                
	 	 	 
	
                  · Determining
                    applicable
                    disclosure threshold

                	 	
                  Depositor

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

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 	
                   

                
	 	 	 
	
                  · Determining
                    current maximum
                    probable exposure

                	 	
                  Depositor

                
	 	 	 
	
                  · Determining
                    current significance
                    percentage

                	 	
                  Depositor

                


        

         

        
          
            
            

          

          
            R-2


            
              

            

          

          
            
            

          

        

        
 

        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	 	 	 
	
                  Item
                    on Form 10-D

                	 	
                  Party
                    Responsible 

                


        

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

                	 	
                  Depositor

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

                	 	
                   

                
	 	 	 
	
                  Item
                    8: Other Information

                   

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

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

                
	 	 	 
	
                  Item
                    9: Exhibits

                	 	
                   

                
	 	 	 
	
                  Monthly
                    Statement to Certificateholders

                	 	
                  Trustee

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

                	 	
                  Depositor

                


        

      

       

      (1) This
        information to be provided pursuant to the Servicing Agreement.

       

      (2) This
        information to be provided pursuant to the Custodial Agreement.

      

        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	 	 	 
	
                  Item
                    on Form 10-K

                	 	
                  Party
                    Responsible 

                
	
                  Item
                    1B: Unresolved Staff Comments

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    9B: Other Information

                   

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

                	 	
                  Any
                    party responsible for disclosure items on Form 8-K

                
	 	 	 
	
                  Item
                    15: Exhibits, Financial Statement Schedules

                	 	
                   

                  Depositor

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

                	 	
                   

                
	 	 	 
	
                  Significant
                    Obligor Financial Information*

                	 	
                  Depositor

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

                	 	
                   

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

                	 	
                   

                
	 	 	 
	
                  · Determining
                    applicable
                    disclosure threshold

                	 	
                  Depositor

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

                	 	
                  Depositor

                


        

         

        
          
            
            

          

          
            R-3


            
              

            

          

          
            
            

          

        

         

        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	 	 	 
	
                  Item
                    on Form 10-K

                	 	
                  Party
                    Responsible 

                


        

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

                	 	
                   

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

                	 	
                   

                
	 	 	 
	
                  · Determining
                    current maximum
                    probable exposure

                	 	
                  Depositor

                
	 	 	 
	
                  · Determining
                    current significance
                    percentage

                	 	
                  Depositor

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

                	 	
                  Depositor

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

                	 	
                   

                
	 	 	 
	
                  Reg
                    AB Item 1117: Legal Proceedings

                   

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

                	 	
                   

                
	 	 	 
	
                  · Issuing
                    Entity (Trust
                    Fund)

                	 	
                  Trustee
                    and Depositor

                
	 	 	 
	
                  · Sponsor
                    (Seller)

                	 	
                  Seller
                    (if a party to the Trust Agreement) or Depositor

                
	 	 	 
	
                  · Depositor

                	 	
                  Depositor

                
	 	 	 
	
                  · Trustee

                	 	
                  Trustee

                
	 	 	 
	
                  · Custodian

                	 	
                  Custodian(1)

                
	 	 	 
	
                  · 1110(b)
                    Originator

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1108(a)(2)
                    Servicer

                	 	
                  Servicer(2)

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

                	 	
                  Depositor

                
	 	 	 
	
                  Reg
                    AB Item 1119: Affiliations and Relationships

                	 	
                   

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

                	 	
                  Depositor
                    as to (a) 

                
	 	 	 
	
                  · Trustee

                	 	
                  Trustee

                
	 	 	 
	
                  · Any
                    other 1108(a)(3)
                    servicer

                	 	
                  Servicer(2)

                
	 	 	 
	
                  · Any
                    1110
                    Originator

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1112(b) Significant
                    Obligor

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1114 Credit Enhancement
                    Provider

                	 	
                  Depositor

                


        

         

        
          
            
            

          

          
            R-4


            
              

            

          

          
            
            

          

        

         

        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	 	 	 
	
                  Item
                    on Form 10-K

                	 	
                  Party
                    Responsible 

                


        

        
          	
                  · Any
                    1115 Derivate Counterparty
                    Provider

                	 	
                  Depositor

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

                	 	
                  Depositor

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

                	 	
                  Depositor
                    as to (a) 

                
	 	 	 
	
                  · Trustee

                	 	
                  Trustee

                
	 	 	 
	
                  · Any
                    other 1108(a)(3)
                    servicer

                	 	
                  Servicer(2)

                
	 	 	 
	
                  · Any
                    1110
                    Originator

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1112(b) Significant
                    Obligor

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1114 Credit Enhancement
                    Provider

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1115 Derivate Counterparty
                    Provider

                	 	
                  Depositor

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

                	 	
                  Depositor

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

                	 	
                  Depositor
                    as to (a) 

                
	 	 	 
	
                  · Trustee

                	 	
                  Trustee

                
	 	 	 
	
                  · Any
                    other 1108(a)(3)
                    servicer

                	 	
                  Servicer(2)

                
	 	 	 
	
                  · Any
                    1110
                    Originator

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1112(b) Significant
                    Obligor

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1114 Credit Enhancement
                    Provider

                	 	
                  Depositor

                
	 	 	 
	
                  · Any
                    1115 Derivate Counterparty
                    Provider

                	 	
                  Depositor

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

                	 	
                  Depositor

                


        

      

       

      (1) This
        information to be provided pursuant to the Custodial Agreement.

       

      (2) This
        information to be provided pursuant to the Servicing Agreement.

      


      

        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	 	 	 
	
                  Item
                    on Form 8-K

                	 	
                  Party
                    Responsible 

                
	
                  Item
                    1.01- Entry into a Material Definitive Agreement

                   

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

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

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

                	 	
                  All
                    parties (with respect to any agreement entered into by such
                    party)

                


        

         

        
          
            
            

          

          
            R-5


            
              

            

          

          
            
            

          

        

         

        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	 	 	 
	
                  Item
                    on Form 8-K

                	 	
                  Party
                    Responsible 

                


        

        
          	
                  Item
                    1.02- Termination of a Material Definitive Agreement

                   

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

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	 	
                  All
                    parties (with respect to any agreement entered into by such
                    party)

                
	 	 	 
	
                  Item
                    1.03- Bankruptcy or Receivership

                   

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

                	 	
                  Depositor

                
	 	 	 
	
                  · Sponsor
                    (Seller)

                	 	
                  Depositor/Sponsor
                    (Seller)

                
	 	 	 
	
                  · Depositor

                	 	
                  Depositor

                
	 	 	 
	
                  · Affiliated
                    Servicer

                	 	
                  Servicer(1)

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

                	 	
                  Servicer(1)

                
	 	 	 
	
                  · Other
                    material
                    servicers

                	 	
                  Servicer(1)

                
	 	 	 
	
                  · Trustee

                	 	
                  Trustee

                
	 	 	 
	
                  · Significant
                    Obligor

                	 	
                  Depositor

                
	 	 	 
	
                  · Credit
                    Enhancer (10% or
                    more)

                	 	
                  Depositor

                
	 	 	 
	
                  · Derivative
                    Counterparty

                	 	
                  Depositor

                
	 	 	 
	
                  · Custodian

                	 	
                  Custodian(2)

                
	 	 	 
	
                  Item
                    2.04- Triggering Events that Accelerate or Increase a Direct
                    Financial
                    Obligation or an Obligation under an Off-Balance Sheet
                    Arrangement

                   

                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                   

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the monthly statements to the Certificateholders.

                	 	
                  Depositor

                  Trustee

                


        

         

        
          
            
            

          

          
            R-6


            
              

            

          

          
            
            

          

        

         

        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	 	 	 
	
                  Item
                    on Form 8-K

                	 	
                  Party
                    Responsible 

                


        

        
          	
                  Item
                    3.03- Material Modification to Rights of Security
                    Holders

                   

                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Trust Agreement.

                	 	
                  Trustee
                    (only to the extent it is a party to any such documents)

                  Depositor

                
	 	 	 
	
                  Item
                    5.03- Amendments of Articles of Incorporation or Bylaws; Change
                    of Fiscal
                    Year

                   

                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”.

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    6.01- ABS Informational and Computational
                    Material

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    6.02- Change of Servicer or Trustee

                   

                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    affiliated servicer, other servicer servicing 10% or more of
                    pool assets
                    at time of report, other material servicers or trustee.

                	 	
                  Depositor/

                  Servicer(1)/Trustee
                    

                
	 	 	 
	
                  Reg
                    AB disclosure about any new servicer is also required.

                	 	
                  Servicer(1)/
                    Depositor

                
	 	 	 
	
                  Reg
                    AB disclosure about any new Trustee is also required.

                	 	
                  New
                    Trustee

                
	 	 	 
	
                  Item
                    6.03- Change in Credit Enhancement or External
                    Support

                   

                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	 	
                  Depositor

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

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	 	
                  Trustee
                    (so long as the Trustee is the Paying Agent)

                
	 	 	 
	
                  Item
                    6.05- Securities Act Updating Disclosure

                   

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

                	 	
                  Depositor

                


        

         

         

        
          
            
            

          

          
            R-7


            
              

            

          

          
            
            

          

        

         

        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	 	 	 
	
                  Item
                    on Form 8-K

                	 	
                  Party
                    Responsible 

                


        

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

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    7.01- Reg FD Disclosure

                	 	
                  All
                    parties

                
	 	 	 
	
                  Item
                    8.01- Other Events

                   

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

                	 	
                  Depositor

                
	 	 	 
	
                  Item
                    9.01- Financial Statements and Exhibits

                	 	
                  Responsible
                    party for reporting/disclosing the financial statement or
                    exhibit

                


        

      

       

      (1) This
        information to be provided pursuant to the Servicing Agreement.

       

      (2) This
        information to be provided pursuant to the Custodial Agreement.

      


      
        
          
          

        

        
          R-8


          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        S
        -1

       

      FORM
        OF WATCHLIST REPORT

       

      
        
          
          

        

        
          S-1-1
            

          
            

          

        

        
          
          

        

      


      EXHIBIT
        S-2

      


      FORM
        OF LOSS SEVERITY REPORT

       

      
        
          
          

        

        
          S-2-1
            

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        S-3

      


      FORM
        OF PREPAYMENT PREMIUMS REPORT

      
        
          
          

        

        
          S-3-1


          
            

          

        

        
          
          

        

      


      EXHIBIT
        S-4

      


      FORM
        OF ANALYTICS REPORT

      


      
        
          
          

        

        
          S-4-1
            

          
            

          

        

        
          
          

        

      


      EXHIBIT
        T

       

       

      [RESERVED]

       

      
        
          
          

        

        
          T-1


          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        U

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      Greenwich
        Capital Acceptance, Inc. 

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

      


      Wells
        Fargo Bank, N.A., 

      as
        Trustee to HarborView Mortgage Loan Trust 2007-1

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        HarborView Mortgage Loan Trust 2007-1

      Fax:
        (410) 884-2363

      Attn:
        Corporate Trust Services - HARBORVIEW MORTGAGE LOAN TRUST 2007-1-SEC REPORT
        PROCESSING

      RE:
        **Additional Form [10-D] [10-K] [8-K] 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 February 1, 2007, among Greenwich Capital
        Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
        as
        Seller and Wells Fargo Bank, N.A., 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 [10-D] [10-K] [8-K].

       

      Description
        of Additional Form [10-D] [10-K] [8-K] Disclosure:

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [10-D] [10-K]
        [8-K]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [   ],
        phone number: [   ]; email address: [   ].

      
        	 	 	 
	 	
                [NAME
                  OF PARTY]

                 

                as
                  [role]

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                Title:
                  

              


      

       

      
        
          
          

        

        
          U-1


          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        V

       

      YIELD
        MAINTENANCE ALLOCATION AGREEMENT

       

      
        
          
          

        

        
          V-1
            

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        W

       

      YIELD
        MAINTENANCE AGREEMENT

       

      
        
          
          

        

        
          W-1
            

          
            

          

        

        
          
          

        

      


      EXHIBIT
        X

       

      FINANCIAL
        GUARANTY INSURANCE POLICY

       

      
        
          
          

        

        
          X-1