Execution

     

    
      

      

    

    
 

    
       

      GREENWICH
        CAPITAL ACCEPTANCE, INC.,

      Depositor

      


      GREENWICH
        CAPITAL FINANCIAL PRODUCTS, INC.,

      Seller

      


      WELLS
        FARGO BANK, N.A.,

      Master
        Servicer and Securities Administrator

      


      


      CLAYTON
        FIXED INCOME SERVICES INC.,

      Credit
        Risk Manager

      


      and

      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      Trustee
        and Custodian

      


       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of June 1, 2007

       

      _________________________________

       

      HarborView
        Mortgage Loan Trust

      Mortgage
        Loan Pass-Through Certificates, Series 2007-5

       

       

      
        

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        of Contents

       

      Page

       

      
        	
                ARTICLE
                  I DEFINITIONS; DECLARATION OF TRUST

              	
                12

              
	 	 
	
                SECTION
                  1.01. Defined Terms.

              	
                12

              
	
                SECTION
                  1.02. Accounting.

              	
                58

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                58

              
	 	 
	
                SECTION
                  2.01. Conveyance of Mortgage Loans.

              	
                58

              
	
                SECTION
                  2.02. Acceptance by Trustee.

              	
                65

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

              	
                67

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

              	
                71

              
	
                SECTION
                  2.05. [Reserved]

              	
                73

              
	
                SECTION
                  2.06. Representations and Warranties of the Depositor.

              	
                73

              
	
                SECTION
                  2.07. Issuance of Certificates.

              	
                74

              
	
                SECTION
                  2.08. Representations and Warranties of the Seller.

              	
                74

              
	
                SECTION
                  2.09. Covenants of the Seller.

              	
                76

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

              	
                77

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

              	
                77

              
	
                SECTION
                  3.02. REMIC-Related Covenants.

              	
                78

              
	
                SECTION
                  3.03. Monitoring of Servicer.

              	
                78

              
	
                SECTION
                  3.04. Fidelity Bond.

              	
                80

              
	
                SECTION
                  3.05. Power to Act; Procedures.

              	
                81

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

              	
                82

              
	
                SECTION
                  3.07. Release of Mortgage Files.

              	
                82

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

              	
                83

              
	
                SECTION
                  3.09. Standard Hazard Insurance and Flood Insurance
                  Policies.

              	
                84

              
	
                SECTION
                  3.10. Presentment of Claims and Collection of Proceeds.

              	
                84

              
	
                SECTION
                  3.11. Maintenance of the Primary Insurance Policies.

              	
                84

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

              	
                85

              
	
                SECTION
                  3.13. Realization Upon Defaulted Mortgage Loans.

              	
                85

              
	
                SECTION
                  3.14. Additional Compensation to the Master Servicer.

              	
                85

              
	
                SECTION
                  3.15. REO Property.

              	
                86

              
	
                SECTION
                  3.16. Assessments of Compliance and Attestation Reports.

              	
                86

              
	
                SECTION
                  3.17. Annual Compliance Statement.

              	
                89

              
	
                SECTION
                  3.18. Enforcement of Regulation AB Deliverables.

              	
                89

              
	
                SECTION
                  3.19. Sarbanes-Oxley Certification.

              	
                90

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  3.20. Reports Filed with Securities and Exchange
                  Commission.

              	
                90

              
	
                SECTION
                  3.21. Additional Information.

              	
                96

              
	
                SECTION
                  3.22. Intention of the Parties and Interpretation.

              	
                97

              
	
                SECTION
                  3.23. Indemnification.

              	
                97

              
	
                SECTION
                  3.24. [Reserved]

              	
                98

              
	
                SECTION
                  3.25. [Reserved]

              	
                98

              
	
                SECTION
                  3.26. [Reserved]

              	
                98

              
	
                SECTION
                  3.27. [Reserved]

              	
                98

              
	
                SECTION
                  3.28. Closing Opinion of Counsel.

              	
                98

              
	
                SECTION
                  3.29. [Reserved]

              	
                98

              
	
                SECTION
                  3.30. Merger or Consolidation of the Master Servicer.

              	
                98

              
	
                SECTION
                  3.31. Indemnification of the Trustee, the Master Servicer and the
                  Securities Administrator.

              	
                98

              
	
                SECTION
                  3.32. Limitations on Liability of the Master Servicer and Others;
                  Indemnification of Trustee and Others.

              	
                99

              
	
                SECTION
                  3.33. Master Servicer Not to Resign.

              	
                101

              
	
                SECTION
                  3.34. Successor Master Servicer.

              	
                101

              
	
                SECTION
                  3.35. Sale and Assignment of Master Servicing.

              	
                102

              
	
                SECTION
                  3.36. Reporting Requirements of the Commission.

              	
                102

              
	
                SECTION
                  3.37. Duties of the Credit Risk Manager.

              	
                102

              
	
                SECTION
                  3.38. Limitation Upon Liability of the Credit Risk
                  Manager.

              	
                103

              
	
                SECTION
                  3.39. Removal of Credit Risk Manager.

              	
                103

              
	 	 
	
                ARTICLE
                  IV ACCOUNTS

              	
                103

              
	 	 
	
                SECTION
                  4.01. Servicing Accounts.

              	
                103

              
	
                SECTION
                  4.02. Distribution Account.

              	
                105

              
	
                SECTION
                  4.03. Permitted Withdrawals and Transfers from the Distribution
                  Account.

              	
                107

              
	
                SECTION
                  4.04. [Reserved]

              	
                109

              
	
                SECTION
                  4.05. [Reserved]

              	
                109

              
	
                SECTION
                  4.06. Prefunding Account.

              	
                109

              
	
                ARTICLE
                  V FLOW OF FUNDS

              	
                110

              
	
                SECTION
                  5.01. Distributions.

              	
                110

              
	
                SECTION
                  5.02. Allocation of Net Deferred Interest.

              	
                117

              
	
                SECTION
                  5.03. Allocation of Realized Losses.

              	
                117

              
	
                SECTION
                  5.04. Statements.

              	
                118

              
	
                SECTION
                  5.05. Remittance Reports; Advances.

              	
                121

              
	
                SECTION
                  5.06. Compensating Interest Payments.

              	
                122

              
	
                SECTION
                  5.07. Basis Risk Reserve Fund.

              	
                122

              
	
                SECTION
                  5.08. Recoveries.

              	
                123

              
	
                SECTION
                  5.09. [Reserved]

              	
                123

              
	
                SECTION
                  5.10. Supplemental Interest Trust.

              	
                123

              
	
                SECTION
                  5.11. Rights of Swap Provider.

              	
                125

              
	
                SECTION
                  5.12. Swap Agreement Termination Receipts.

              	
                125

              
	
                SECTION
                  5.13. Basis Risk Cap Agreement.

              	
                126

              
	
                SECTION
                  5.14. Basis Risk Cap Termination Receipts.

              	
                127

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


      


      
        	
                ARTICLE
                  VI THE CERTIFICATES

              	
                127

              
	 	 
	
                SECTION
                  6.01. The Certificates.

              	
                127

              
	
                SECTION
                  6.02. Registration of Transfer and Exchange of
                  Certificates.

              	
                128

              
	
                SECTION
                  6.03. Mutilated, Destroyed, Lost or Stolen Certificates.

              	
                136

              
	
                SECTION
                  6.04. Persons Deemed Owners.

              	
                136

              
	
                SECTION
                  6.05. Appointment of Paying Agent.

              	
                137

              
	 	 
	
                ARTICLE
                  VII DEFAULT

              	
                137

              
	 	 
	
                SECTION
                  7.01. Event of Default.

              	
                137

              
	
                SECTION
                  7.02. Trustee to Act.

              	
                140

              
	
                SECTION
                  7.03. Waiver of Event of Default.

              	
                141

              
	
                SECTION
                  7.04. Notification to Certificateholders.

              	
                141

              
	 	 
	
                ARTICLE
                  VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                141

              
	 	 
	
                SECTION
                  8.01. Duties of the Trustee and the Securities
                  Administrator.

              	
                141

              
	
                SECTION
                  8.02. Certain Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                143

              
	
                SECTION
                  8.03. Trustee and the Securities Administrator Not Liable for Certificates
                  or Mortgage Loans.

              	
                145

              
	
                SECTION
                  8.04. Trustee, Custodian, Master Servicer and Securities Administrator
                  May
                  Own Certificates.

              	
                146

              
	
                SECTION
                  8.05. Trustee’s and Securities Administrator’s Fees and
                  Expenses.

              	
                146

              
	
                SECTION
                  8.06. Eligibility Requirements for Trustee and Securities
                  Administrator.

              	
                147

              
	
                SECTION
                  8.07. Resignation or Removal of Trustee and Securities
                  Administrator.

              	
                147

              
	
                SECTION
                  8.08. Successor Trustee and Successor Securities
                  Administrator.

              	
                149

              
	
                SECTION
                  8.09. Merger or Consolidation of Trustee or Securities
                  Administrator.

              	
                149

              
	
                SECTION
                  8.10. Appointment of Co-Trustee or Separate Trustee.

              	
                149

              
	
                SECTION
                  8.11. Limitation of Liability.

              	
                151

              
	
                SECTION
                  8.12. Trustee May Enforce Claims Without Possession of
                  Certificates.

              	
                151

              
	
                SECTION
                  8.13. Suits for Enforcement.

              	
                152

              
	
                SECTION
                  8.14. Waiver of Bond Requirement.

              	
                152

              
	
                SECTION
                  8.15. Waiver of Inventory, Accounting and Appraisal
                  Requirement.

              	
                152

              
	
                SECTION
                  8.16. Appointment of Custodian.

              	
                152

              
	
                SECTION
                  8.17. Limitation of Liability of Trustee and Securities Administrator;
                  Indemnification.

              	
                152

              
	
                SECTION
                  8.18. Closing Opinion of Counsel.

              	
                153

              
	 	 
	
                ARTICLE
                  IX REMIC ADMINISTRATION

              	
                153

              
	 	 
	
                SECTION
                  9.01. REMIC Administration.

              	
                153

              
	
                SECTION
                  9.02. Prohibited Transactions and Activities.

              	
                156

              
	 	 
	
                ARTICLE
                  X TERMINATION

              	
                156

              
	 	 
	
                SECTION
                  10.01. Termination.

              	
                156

              
	
                SECTION
                  10.02. Additional Termination Requirements.

              	
                159

              
	
                SECTION
                  10.03. NIMS Insurer Optional Purchase Right of Distressed Mortgage
                  Loans.

              	
                160

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      


      
        	
                ARTICLE
                  XI DISPOSITION OF TRUST FUND ASSETS

              	
                160

              
	 	 
	
                SECTION
                  11.01. Disposition of Trust Fund Assets.

              	
                160

              
	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                160

              
	 	 
	
                SECTION
                  12.01. Amendment.

              	
                160

              
	
                SECTION
                  12.02. Recordation of Agreement; Counterparts.

              	
                162

              
	
                SECTION
                  12.03. Limitation on Rights of Certificateholders.

              	
                162

              
	
                SECTION
                  12.04. Governing Law; Jurisdiction.

              	
                163

              
	
                SECTION
                  12.05. Notices.

              	
                163

              
	
                SECTION
                  12.06. Severability of Provisions.

              	
                164

              
	
                SECTION
                  12.07. Article and Section References.

              	
                164

              
	
                SECTION
                  12.08. Notice to the Rating Agencies.

              	
                164

              
	
                SECTION
                  12.09. Further Assurances.

              	
                165

              
	
                SECTION
                  12.10. Benefits of Agreement.

              	
                166

              
	
                SECTION
                  12.11. Acts of Certificateholders.

              	
                166

              
	
                SECTION
                  12.12. Successors and Assigns.

              	
                167

              
	
                SECTION
                  12.13. Provision of Information.

              	
                167

              
	
                SECTION
                  12.14. Transfer of Servicing.

              	
                167

              
	
                SECTION
                  12.15. [Reserved]

              	
                167

              


      

      


      EXHIBITS
        AND SCHEDULES:

       

      
        	
                Exhibit
                  A

              	
                Form
                  of Senior Certificate

              	
                A

              
	
                Exhibit
                  B

              	
                Form
                  of Subordinate Certificate

              	
                B

              
	
                Exhibit
                  C-1

              	
                Form
                  of Class C Certificate

              	
                C-1

              
	
                Exhibit
                  C-2

              	
                Form
                  of Class P Certificate

              	
                C-2

              
	
                Exhibit
                  C-3

              	
                Form
                  of Class R Certificate

              	
                C-3

              
	
                Exhibit
                  D

              	
                Form
                  of Reverse Certificate

              	
                D

              
	
                Exhibit
                  E

              	
                [Reserved]

              	
                E

              
	
                Exhibit
                  F

              	
                Request
                  for Release

              	
                F

              
	
                Exhibit
                  G-1

              	
                Form
                  of Receipt of Mortgage Note

              	
                G-1

              
	
                Exhibit
                  G-2

              	
                Form
                  of Interim Certification of Trustee

              	
                G-2

              
	
                Exhibit
                  G-3

              	
                Form
                  of Final Certification of Trustee

              	
                G-3

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              	
                H

              
	
                Exhibit
                  I-1

              	
                Form
                  of ERISA Representation for Residual Certificate

              	
                I-1

              
	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Representation for ERISA Restricted Trust
                  Certificates

              	
                I-2

              
	
                Exhibit
                  J-1

              	
                Form
                  of Investment Letter [Non-Rule 144A]

              	
                J-1

              
	
                Exhibit
                  J-2

              	
                Form
                  of Rule 144A Investment Letter

              	
                J-2

              
	
                Exhibit
                  K

              	
                Form
                  of Transferor Certificate

              	
                K

              
	
                Exhibit
                  L

              	
                Transfer
                  Affidavit for Residual Certificate Pursuant to Section
                  6.02(e)

              	
                L

              
	
                Exhibit
                  M

              	
                Form
                  of Back-Up Sarbanes-Oxley Certification

              	
                M

              
	
                Exhibit
                  N

              	
                List
                  of Servicers and Servicing Agreements

              	
                N

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                Form
                  of Subsequent Transfer Agreement

              	
                P

              
	
                Exhibit
                  Q

              	
                Servicing
                  Criteria to be Addressed in Report on Assessment of
                  Compliance

              	
                Q

              


      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      


      
        	
                Exhibit
                  R

              	
                Form
                  10-D, Form 8-K, Form 10-K Reporting Responsibility

              	
                R

              
	
                Exhibit
                  S

              	
                Form
                  of Securities Administrator Certification

              	
                S

              
	
                Exhibit
                  T

              	
                Additional
                  Disclosure Notification

              	
                T

              
	
                Exhibit
                  U

              	
                Specified
                  Representations and Warranties

              	
                U

              
	
                Exhibit
                  V

              	
                Basis
                  Risk Cap Agreement

              	
                V

              
	
                Exhibit
                  W

              	
                Swap
                  Agreement

              	
                W

              
	 	 	 
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              	 


      

      



      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      


      This
        Pooling and Servicing Agreement is dated as of June 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”),
        WELLS
        FARGO BANK, N.A., a national banking association, as master servicer (in
        such
        capacity, the “Master
        Servicer”)
        and as
        securities administrator (in such capacity, the “Securities
        Administrator”),
        CLAYTON FIXED INCOME SERVICES INC., as credit risk manager (the “Credit Risk
        Manager”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
        association, as trustee and custodian (the “Trustee”).
        

       

      PRELIMINARY
        STATEMENT: 

       

      Through
        this Agreement, the Depositor intends to cause the issuance and sale of the
        HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
        2007-5 (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 sixteen classes
        of
        certificates, designated as (i) the Class A-1A Certificates, (ii) the Class
        A-1B
        Certificates, (iii) the Class A-1C Certificates, (iv) the Class B-1
        Certificates, (v) the Class B-2 Certificates, (vi) Class B-3 Certificates,
        (vii)
        the Class B-4 Certificates, (viii) the Class B-5 Certificates, (ix) the Class
        B-6 Certificates, (x) the Class B-7 Certificates, (xi) the Class B-8
        Certificates, (xii) the Class C Certificates, (xiii) the Class P Certificates
        and (xiv) the Class R Certificates.

       

      For
        federal income tax purposes, the Trust Fund (exclusive of the assets held
        in the
        Prefunding Account, the Basis Risk Reserve Fund, the Basis Risk Cap Agreement,
        the Basis Risk Cap Replacement Receipts Account, the Basis Risk Cap Account,
        the
        Basis Risk Cap Amount, the Swap Agreement, the Swap Account, the Swap Amount,
        the Swap Replacement Receipts Account, the Swap Termination Receipts Account,
        the Supplemental Interest Trust, and the Collateral Account (the “Excluded
        Trust Property”))
        comprises four REMICs in a tiered REMIC structure: the “Lower-Tier
        REMIC,”
the
        “Middle-Tier
        REMIC 1,”
the
        “Middle-Tier
        REMIC 2,”
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 in respect of the Final Maturity
        Reserve Account, as provide in section 5.01(g), (ii) payments in respect
        of
        Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section
        5.07, (iii) payments in respect of Basis Risk Shortfalls from the Basis Risk
        Cap
        Amount as provided in Section 5.01(j), (iii) payments in respect of Basis
        Risk
        Shortfalls from the Supplemental Interest Trust as provided in Section 5.01(k),
        and (iv) the
        obligation to pay Class I Shortfalls.
        The
        owners of the Class C Certificates beneficially own the Basis Risk Reserve
        Fund,
        the Basis Risk Cap Account, the Supplemental Interest Trust, the Swap Account,
        the Final Maturity Reserve Account, and the Final Maturity Reserve Trust.
        The
        Class R Certificates represent the only classes of residual interests in
        each
        REMIC created hereby.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


       

      The
        Upper Tier REMIC shall hold as its assets the uncertificated interests in
        the
        Middle-Tier REMIC 2 other than the Class MT2-R interest (each, a “Middle-Tier
        REMIC 2 Regular Interest”),
        and each such Middle-Tier REMIC 2 Regular Interest is hereby designated as
        a
        regular interest in Middle-Tier REMIC 2 for purposes of the REMIC Provisions.
        Middle-Tier REMIC 2 shall hold as its assets the uncertificated interests
        in
        Middle-Tier REMIC 1 other than the Class MT1-R interest (each a “Middle-Tier
        REMIC 1 Regular Interest”),
        and each such Middle-Tier REMIC 1 Regular Interest is hereby designated as
        a
        regular interest in Middle-Tier REMIC 1. Middle-Tier REMIC 1 shall hold as
        its
        assets the uncertificated interests in the Lower-Tier REMIC other than the
        Class
        LT-R interest (each a “Lower-Tier
        REMIC Regular Interest”),
        and each such Lower-Tier REMIC Regular Interest is hereby designated as a
        regular interest in the Lower-Tier REMIC. The Lower-Tier REMIC shall hold
        as its
        assets the property of the Trust Fund other than the Excluded Trust Property
        and
        the interests in any other REMIC created hereby.

      


      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 REMIC Regular Interests and
        the
        LT-R Interest:

       

      
        	
                 

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Principal

                Balance

              
	
                LT-Initial

              	 	
                (1)

              	 	
                $1,060,953,758.42

              
	
                LT-Subsequent

              	 	
                (2)

              	 	
                $
                  53,979,820.00

              
	
                LT-C

              	 	
                (3)

              	 	
                (3)

              
	
                LT-R

              	 	
                (5)

              	 	
                (5)

              


      

      


      
        	 	
                (1)

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

              


      

       

      
        	 	
                (2)

              	
                The
                  interest rate with respect to the first three Distribution Dates
                  (and the
                  related Accrual Period) for the LT-Subsequent Lower-Tier Regular
                  Interest
                  is 0.00%, and for every Distribution Date (and related Accrual
                  Period)
                  thereafter is the Net WAC. 

              


      

       

      
        	 	
                (3)

              	
                The
                  LT-C Interest is an interest only interest that does not have a
                  principal
                  balance. For the first three Distribution Dates only it shall have
                  a
                  notional balance equal to the aggregate of the Stated Principal
                  Balances,
                  if any, of the Subsequent Mortgage Loans as of the first day of
                  the
                  related Due Period. For the first three Distribution Date only,
                  it shall
                  be entitled to interest, if any, accrued on the Subsequent Mortgage
                  Loans
                  for the related Due Period at their Net Loan Rates, but only to
                  the extent
                  the interest so accrued is included in Available Funds for such
                  first
                  Distribution Date. For each Distribution Date after the first five
                  Distribution Dates, the notional balance of the LT-C Interest shall
                  be
                  zero and it shall not be entitled to any
                  distributions.

              


      

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	 	
                (4)

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

              


      

       

      On
        each
        Distribution Date, the Securities Administrator shall first pay or charge
        as an
        expense of the Lower-Tier REMIC all expenses of the Trust Fund for such
        Distribution Date, other than any Net Swap Payment or Swap Termination Payment
        required to be made from the Trust Fund.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      Middle-Tier
        REMIC 1

       

      The
        following table sets forth (or describes) the designation, interest rate,
        and
        initial principal balance of each Middle-Tier REMIC 1 Regular Interest and
        the
        MT1-R Interest:

       

      

        
          	
                  Class
                    Designation

                	
                  Initial
                    Principal

                  Balance

                	
                   

                  Interest
                    Rate

                


        

        
          	
                  MT1-A

                	
                  (5)

                	
                  (1)

                
	
                  MT1-F1

                	
                  $
                    20,765,418.27

                	
                  (2)

                
	
                  MT1-V1

                	
                  $
                    20,765,418.27

                	
                  (3)

                
	
                  MT1-F2

                	
                  $
                    22,582,708.16

                	
                  (2)

                
	
                  MT1-V2

                	
                  $
                    22,582,708.16

                	
                  (3)

                
	
                  MT1-F3

                	
                  $
                    21,339,135.25

                	
                  (2)

                
	
                  MT1-V3

                	
                  $
                    21,339,135.25

                	
                  (3)

                
	
                  MT1-F4

                	
                  $
                    18,801,796.47

                	
                  (2)

                
	
                  MT1-V4

                	
                  $
                    18,801,796.47

                	
                  (3)

                
	
                  MT1-F5

                	
                  $
                    17,275,640.13

                	
                  (2)

                
	
                  MT1-V5

                	
                  $
                    17,275,640.13

                	
                  (3)

                
	
                  MT1-F6

                	
                  $
                    16,742,006.55

                	
                  (2)

                
	
                  MT1-V6

                	
                  $
                    16,742,006.55

                	
                  (3)

                
	
                  MT1-F7

                	
                  $
                    16,100,399.81

                	
                  (2)

                
	
                  MT1-V7

                	
                  $
                    16,100,399.81

                	
                  (3)

                
	
                  MT1-F8

                	
                  $
                    15,024,637.50

                	
                  (2)

                
	
                  MT1-V8

                	
                  $
                    15,024,637.50

                	
                  (3)

                
	
                  MT1-F9

                	
                  $
                    14,340,725.57

                	
                  (2)

                
	
                  MT1-V9

                	
                  $
                    14,340,725.57

                	
                  (3)

                
	
                  MT1-F10

                	
                  $
                    14,069,295.52

                	
                  (2)

                
	
                  MT1-V10

                	
                  $
                    14,069,295.52

                	
                  (3)

                
	
                  MT1-F11

                	
                  $
                    13,794,288.39

                	
                  (2)

                
	
                  MT1-V11

                	
                  $
                    13,794,288.39

                	
                  (3)

                
	
                  MT1-F12

                	
                  $
                    13,514,890.09

                	
                  (2)

                
	
                  MT1-V12

                	
                  $
                    13,514,890.09

                	
                  (3)

                
	
                  MT1-F13

                	
                  $
                    13,141,158.17

                	
                  (2)

                
	
                  MT1-V13

                	
                  $
                    13,141,158.17

                	
                  (3)

                
	
                  MT1-F14

                	
                  $
                    12,607,892.13

                	
                  (2)

                
	
                  MT1-V14

                	
                  $
                    12,607,892.13

                	
                  (3)

                
	
                  MT1-F15

                	
                  $
                    12,013,384.95

                	
                  (2)

                
	
                  MT1-V15

                	
                  $
                    12,013,384.95

                	
                  (3)

                
	
                  MT1-F16

                	
                  $
                    11,448,425.82

                	
                  (2)

                
	
                  MT1-V16

                	
                  $
                    11,448,425.82

                	
                  (3)

                
	
                  MT1-F17

                	
                  $
                    10,909,201.61

                	
                  (2)

                
	
                  MT1-V17

                	
                  $
                    10,909,201.61

                	
                  (3)

                
	
                  MT1-F18

                	
                  $
                    10,385,684.66

                	
                  (2)

                
	
                  MT1-V18

                	
                  $
                    10,385,684.66

                	
                  (3)

                
	
                  MT1-F19

                	
                  $
                    9,801,424.81

                	
                  (2)

                
	
                  MT1-V19

                	
                  $
                    9,801,424.81

                	
                  (3)

                
	
                  MT1-F20

                	
                  $
                    9,220,953.14

                	
                  (2)

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        

          
            	
                    Class
                      Designation

                  	
                    Initial
                      Principal

                    Balance

                  	
                     

                    Interest
                      Rate

                  


          

        

        
          	
                  MT1-V20

                	
                  $
                    9,220,953.14

                	
                  (3)

                
	
                  MT1-F21

                	
                  $
                    8,704,614.62

                	
                  (2)

                
	
                  MT1-V21

                	
                  $
                    8,704,614.62

                	
                  (3)

                
	
                  MT1-F22

                	
                  $
                    8,258,127.46

                	
                  (2)

                
	
                  MT1-V22

                	
                  $
                    8,258,127.46

                	
                  (3)

                
	
                  MT1-F23

                	
                  $
                    7,889,665.47

                	
                  (2)

                
	
                  MT1-V23

                	
                  $
                    7,889,665.47

                	
                  (3)

                
	
                  MT1-F24

                	
                  $
                    8,117,440.03

                	
                  (2)

                
	
                  MT1-V24

                	
                  $
                    8,117,440.03

                	
                  (3)

                
	
                  MT1-F25

                	
                  $
                    10,813,703.94

                	
                  (2)

                
	
                  MT1-V25

                	
                  $
                    10,813,703.94

                	
                  (3)

                
	
                  MT1-F26

                	
                  $
                    13,189,271.77

                	
                  (2)

                
	
                  MT1-V26

                	
                  $
                    13,189,271.77

                	
                  (3)

                
	
                  MT1-F27

                	
                  $
                    13,495,518.93

                	
                  (2)

                
	
                  MT1-V27

                	
                  $
                    13,495,518.93

                	
                  (3)

                
	
                  MT1-F28

                	
                  $
                    12,167,364.85

                	
                  (2)

                
	
                  MT1-V28

                	
                  $
                    12,167,364.85

                	
                  (3)

                
	
                  MT1-F29

                	
                  $
                    10,971,220.88

                	
                  (2)

                
	
                  MT1-V29

                	
                  $
                    10,971,220.88

                	
                  (3)

                
	
                  MT1-F30

                	
                  $
                    9,896,158.06

                	
                  (2)

                
	
                  MT1-V30

                	
                  $
                    9,896,158.06

                	
                  (3)

                
	
                  MT1-F31

                	
                  $
                    8,632,580.83

                	
                  (2)

                
	
                  MT1-V31

                	
                  $
                    8,632,580.83

                	
                  (3)

                
	
                  MT1-F32

                	
                  $
                    7,108,388.48

                	
                  (2)

                
	
                  MT1-V32

                	
                  $
                    7,108,388.48

                	
                  (3)

                
	
                  MT1-F33

                	
                  $
                    5,708,008.18

                	
                  (2)

                
	
                  MT1-V33

                	
                  $
                    5,708,008.18

                	
                  (3)

                
	
                  MT1-F34

                	
                  $
                    4,833,451.97

                	
                  (2)

                
	
                  MT1-V34

                	
                  $
                    4,833,451.97

                	
                  (3)

                
	
                  MT1-F35

                	
                  $
                    4,391,702.03

                	
                  (2)

                
	
                  MT1-V35

                	
                  $
                    4,391,702.03

                	
                  (3)

                
	
                  MT1-F36

                	
                  $
                    4,146,427.04

                	
                  (2)

                
	
                  MT1-V36

                	
                  $
                    4,146,427.04

                	
                  (3)

                
	
                  MT1-F37

                	
                  $
                    3,913,434.15

                	
                  (2)

                
	
                  MT1-V37

                	
                  $
                    3,913,434.15

                	
                  (3)

                
	
                  MT1-F38

                	
                  $
                    3,693,828.22

                	
                  (2)

                
	
                  MT1-V38

                	
                  $
                    3,693,828.22

                	
                  (3)

                
	
                  MT1-F39

                	
                  $
                    3,383,360.23

                	
                  (2)

                
	
                  MT1-V39

                	
                  $
                    3,383,360.23

                	
                  (3)

                
	
                  MT1-F40

                	
                  $
                    3,028,763.89

                	
                  (2)

                
	
                  MT1-V40

                	
                  $
                    3,028,763.89

                	
                  (3)

                
	
                  MT1-F41

                	
                  $
                    2,780,294.60

                	
                  (2)

                
	
                  MT1-V41

                	
                  $
                    2,780,294.60

                	
                  (3)

                
	
                  MT1-F42

                	
                  $
                    2,640,970.69

                	
                  (2)

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        

          
            	
                    Class
                      Designation

                  	
                    Initial
                      Principal

                    Balance

                  	
                     

                    Interest
                      Rate

                  


          

        

        
          	
                  MT1-V42

                	
                  $
                    2,640,970.69

                	
                  (3)

                
	
                  MT1-F43

                	
                  $
                    2,494,533.58

                	
                  (2)

                
	
                  MT1-V43

                	
                  $
                    2,494,533.58

                	
                  (3)

                
	
                  MT1-F44

                	
                  $
                    2,431,911.38

                	
                  (2)

                
	
                  MT1-V44

                	
                  $
                    2,431,911.38

                	
                  (3)

                
	
                  MT1-F45

                	
                  $
                    2,338,049.14

                	
                  (2)

                
	
                  MT1-V45

                	
                  $
                    2,338,049.14

                	
                  (3)

                
	
                  MT1-F46

                	
                  $
                    2,326,848.75

                	
                  (2)

                
	
                  MT1-V46

                	
                  $
                    2,326,848.75

                	
                  (3)

                
	
                  MT1-F47

                	
                  $
                    2,557,164.37

                	
                  (2)

                
	
                  MT1-V47

                	
                  $
                    2,557,164.37

                	
                  (3)

                
	
                  MT1-F48

                	
                  $
                    9,013,897.96

                	
                  (2)

                
	
                  MT1-V48

                	
                  $
                    9,013,897.96

                	
                  (3)

                
	
                  MT1-F49

                	
                  $
                    15,476,280.75

                	
                  (2)

                
	
                  MT1-V49

                	
                  $
                    15,476,280.75

                	
                  (3)

                
	
                  MT1-F50

                	
                  $
                    9,914,455.37

                	
                  (2)

                
	
                  MT1-V50

                	
                  $
                    9,914,455.37

                	
                  (3)

                
	
                  MT1-F51

                	
                  $
                    325,668.36

                	
                  (2)

                
	
                  MT1-V51

                	
                  $
                    325,668.36

                	
                  (3)

                
	
                  MT1-F52

                	
                  $
                    306,250.02

                	
                  (2)

                
	
                  MT1-V52

                	
                  $
                    306,250.02

                	
                  (3)

                
	
                  MT1-F53

                	
                  $
                    285,947.36

                	
                  (2)

                
	
                  MT1-V53

                	
                  $
                    285,947.36

                	
                  (3)

                
	
                  MT1-F54

                	
                  $
                    261,042.24

                	
                  (2)

                
	
                  MT1-V54

                	
                  $
                    261,042.24

                	
                  (3)

                
	
                  MT1-F55

                	
                  $
                    238,906.54

                	
                  (2)

                
	
                  MT1-V55

                	
                  $
                    238,906.54

                	
                  (3)

                
	
                  MT1-F56

                	
                  $
                    217,606.33

                	
                  (2)

                
	
                  MT1-V56

                	
                  $
                    217,606.33

                	
                  (3)

                
	
                  MT1-F57

                	
                  $
                    197,830.26

                	
                  (2)

                
	
                  MT1-V57

                	
                  $
                    197,830.26

                	
                  (3)

                
	
                  MT1-F58

                	
                  $
                    180,133.23

                	
                  (2)

                
	
                  MT1-V58

                	
                  $
                    180,133.23

                	
                  (3)

                
	
                  MT1-F59

                	
                  $
                    168,789.74

                	
                  (2)

                
	
                  MT1-V59

                	
                  $
                    168,789.74

                	
                  (3)

                
	
                  MT1-F60

                	
                  $
                    158,519.05

                	
                  (2)

                
	
                  MT1-V60

                	
                  $
                    158,519.05

                	
                  (3)

                
	
                  MT1-F61

                	
                  $
                    148,988.59

                	
                  (2)

                
	
                  MT1-V61

                	
                  $
                    148,988.59

                	
                  (3)

                
	
                  MT1-F62

                	
                  $
                    140,113.86

                	
                  (2)

                
	
                  MT1-V62

                	
                  $
                    140,113.86

                	
                  (3)

                
	
                  MT1-F63

                	
                  $
                    131,849.50

                	
                  (2)

                
	
                  MT1-V63

                	
                  $
                    131,849.50

                	
                  (3)

                
	
                  MT1-F64

                	
                  $
                    124,144.75

                	
                  (2)

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        

          
            	
                    Class
                      Designation

                  	
                    Initial
                      Principal

                    Balance

                  	
                     

                    Interest
                      Rate

                  


          

        

        
          	
                  MT1-V64

                	
                  $
                    124,144.75

                	
                  (3)

                
	
                  MT1-F65

                	
                  $
                    116,953.87

                	
                  (2)

                
	
                  MT1-V65

                	
                  $
                    116,953.87

                	
                  (3)

                
	
                  MT1-F66

                	
                  $
                    110,235.66

                	
                  (2)

                
	
                  MT1-V66

                	
                  $
                    110,235.66

                	
                  (3)

                
	
                  MT1-F67

                	
                  $
                    104,074.07

                	
                  (2)

                
	
                  MT1-V67

                	
                  $
                    104,074.07

                	
                  (3)

                
	
                  MT1-F68

                	
                  $
                    98,564.91

                	
                  (2)

                
	
                  MT1-V68

                	
                  $
                    98,564.91

                	
                  (3)

                
	
                  MT1-F69

                	
                  $
                    2,035,470.89

                	
                  (2)

                
	
                  MT1-F69

                	
                  $
                    2,035,470.89

                	
                  (3)

                
	
                  MT1-R

                	
                  (4)

                	
                  (4)

                
	
                  MT1-C

                	
                  (6)

                	
                  (6)

                


        

      

      ___________________________

       

      
        	 	
                (1)

              	
                For
                  any Distribution Date (and the related Accrual Period) the interest
                  rate
                  for the Class MT1-A Interest shall be a per annum rate equal to
                  the
                  weighted average of the interest rates on the LT-Initial and LT-Subsequent
                  Lower-Tier Regular Interests, weighted based on their relative
                  principal
                  balances as of the first day of the related Accrual Period (the
                  “Lower-Tier Net WAC”). 

              


      

       

      
        	 	
                (2)

              	
                For
                  any Distribution Date (and the related Interest Accrual Period)
                  the
                  interest rate for each of these Middle-Tier REMIC 1 Regular Interests
                  shall be the lesser of (i) the REMIC Swap Rate and (ii) the product
                  of (a)
                  the Lower-Tier Net WAC and (b) 2.

              


      

       

      
        	 	
                (3)

              	
                For
                  any Distribution Date (and the related Accrual Period) the interest
                  rate
                  for each of these Middle-Tier REMIC 1 Interests shall be the excess,
                  if
                  any, of (i) the product of (a) the Lower-Tier Net WAC and (b) 2,
                  over (ii)
                  the REMIC Swap Rate.

              


      

       

      
        	 	
                (4)

              	
                The
                  Class MT1-R interest shall not have a principal amount and shall
                  not bear
                  interest. The Class MT1-R interest is hereby designated as the
                  sole class
                  of residual interest in REMIC 1.

              


      

       

      (5)   
        This interest shall have an initial principal balance equal to the excess
        of the
        Pool Collateral Balance as of the Cut-off Date over the aggregate initial
        principal balance of each remaining interest in Middle-Tier REMIC 1.


       

      (6)   
        The MT1-C Interest is an interest only interest that does not have a principal
        balance. For any Distribution Date, it is entitled to all amounts distributed
        in
        respect of the LT-C Interest on such Distribution Date. 

       

      On
        each
        Distribution Date the Securities Administrator shall distribute Available
        Funds
        with respect to each of the Middle-Tier REMIC 1 Regular Interests based on
        the
        above-described interest rates.

       

      On
        each
        Distribution Date, the Securities Administrator shall distribute the Principal
        Remittance Amount with respect to the Middle-Tier REMIC 1 Interests, first
        to
        the Class MT1-A Interest until its principal balance is reduced to zero,
        and
        then sequentially, to the other Middle-Tier REMIC 1 Regular Interests in
        ascending order of their numerical class designation, and, with respect to
        each
        pair of classes having the same numerical designation, in equal amounts to
        each
        such class, until the principal balance of each such class is reduced to
        zero.
        All losses on the Mortgage Loans shall be allocated among the Middle-Tier
        REMIC
        1 Regular Interests in the same manner that principal distributions are
        allocated.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      On
        each
        Distribution Date, the Securities Administrator shall distribute the Prepayment
        Penalty Amounts collected during the preceding Prepayment Period to the Class
        MT1-F78 and Class MT1-V78 Lower Tier Interests, respectively.

       

      Middle-Tier
        REMIC 2

       

      The
        following table sets forth (or describes) the designation, interest rate,
        and
        initial principal balance of each Middle-Tier REMIC 2 Regular Interest and
        the
        MT2-R Interest:

       

      
        	
                 

                Class
                  Designation

              	 	
                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of

                Certificate(s)

              
	
                Class
                  MT2-A-1A

              	 	
                (1)

              	 	
                (4)

              	 	
                A-1A

              
	
                Class
                  MT2-A-1B

              	 	
                (1)

              	 	
                (4)

              	 	
                A-1B

              
	
                Class
                  MT2-A-1C

              	 	
                (1)

              	 	
                (4)

              	 	
                A-1C

              
	
                Class
                  MT2-B1

              	 	
                (1)

              	 	
                (4)

              	 	
                B-1

              
	
                Class
                  MT2-B2

              	 	
                (1)

              	 	
                (4)

              	 	
                B-2

              
	
                Class
                  MT2-B3

              	 	
                (1)

              	 	
                (4)

              	 	
                B-3

              
	
                Class
                  MT2-B4

              	 	
                (1)

              	 	
                (4)

              	 	
                B-4

              
	
                Class
                  MT2-B5

              	 	
                (1)

              	 	
                (4)

              	 	
                B-5

              
	
                Class
                  MT2-B6

              	 	
                (1)

              	 	
                (4)

              	 	
                B-6

              
	
                Class
                  MT2-B7

              	 	
                (1)

              	 	
                (4)

              	 	
                B-7

              
	
                Class
                  MT2-B8

              	 	
                (1)

              	 	
                (4)

              	 	
                B-8

              
	
                Class
                  MT2-Q

              	 	
                (1)

              	 	
                (5)

              	 	
                N/A

              
	
                Class
                  MT2-IO

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                Class
                  MT2-R

              	 	
                (3)

              	 	
                (3)

              	 	
                R

              
	
                Class
                  MT2-C

              	 	
                (6)

              	 	
                (6)

              	 	
                N/A

              


      

      ___________________________

      
        	 	
                (1)

              	
                For
                  any Distribution Date (and the related Interest Accrual Period)
                  the
                  interest rate for each of these Middle Tier REMIC 2 Regular Interests
                  is a
                  per annum rate equal to the weighted average of the interest rates
                  on the
                  Middle-Tier REMIC 1 Regular Interests for such Distribution Date;
                  provided,
                  however,
                  that for any Distribution Date on which the Class MT2-IO Interest
                  is
                  entitled to a portion of the interest accruals on a Middle-Tier
                  REMIC 1
                  Regular Interest having an “F” in its class designation, as described in
                  footnote two below, such weighted average shall be computed by
                  first
                  subjecting the rate on such Middle-Tier REMIC 1 Regular Interest
                  to a cap
                  equal to Swap LIBOR for such Distribution
                  Date.

              


      

       

      
        	 	
                (2)

              	
                The
                  Class MT2-IO is an interest only class that does not have a principal
                  balance. For only those Distribution Dates listed in the first
                  column in
                  the table below, the Class MT2-IO shall be entitled to interest
                  accrued on
                  the Middle-Tier REMIC 1 Regular listed in second column in the
                  table below
                  at a per annum rate equal to the excess, if any, of (i) the interest
                  rate
                  for such Middle-Tier REMIC 1 Regular Interest for such Distribution
                  Date
                  over (ii) Swap LIBOR for such Distribution
                  Date.

              


      

       

      
        	
                Distribution
                  Dates

              	 	
                Middle-Tier
                  REMIC
                  1
                  Class

                Designation

              


      

      
        	
                12

              	 	
                Class
                  MT1-F1

              
	
                12-13

              	 	
                Class
                  MT1-F2

              
	
                12-14

              	 	
                Class
                  MT1-F3

              
	
                12-15

              	 	
                Class
                  MT1-F4

              
	
                12-16

              	 	
                Class
                  MT1-F5

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  Distribution
                    Dates

                	 	
                  Middle-Tier
                    REMIC
                    1
                    Class

                  Designation

                


        

      

      
        	
                12-17

              	 	
                Class
                  MT1-F6

              
	
                12-18

              	 	
                Class
                  MT1-F7

              
	
                12-19

              	 	
                Class
                  MT1-F8

              
	
                12-20

              	 	
                Class
                  MT1-F9

              
	
                12-21

              	 	
                Class
                  MT1-F10

              
	
                12-22

              	 	
                Class
                  MT1-F11

              
	
                12-23

              	 	
                Class
                  MT1-F12

              
	
                12-24

              	 	
                Class
                  MT1-F13

              
	
                12-25

              	 	
                Class
                  MT1-F14

              
	
                12-26

              	 	
                Class
                  MT1-F15

              
	
                12-27

              	 	
                Class
                  MT1-F16

              
	
                12-28

              	 	
                Class
                  MT1-F17

              
	
                12-29

              	 	
                Class
                  MT1-F18

              
	
                12-30

              	 	
                Class
                  MT1-F19

              
	
                12-31

              	 	
                Class
                  MT1-F20

              
	
                12-32

              	 	
                Class
                  MT1-F21

              
	
                12-33

              	 	
                Class
                  MT1-F22

              
	
                12-34

              	 	
                Class
                  MT1-F23

              
	
                12-35

              	 	
                Class
                  MT1-F24

              
	
                12-36

              	 	
                Class
                  MT1-F25

              
	
                12-37

              	 	
                Class
                  MT1-F26

              
	
                12-38

              	 	
                Class
                  MT1-F27

              
	
                12-39

              	 	
                Class
                  MT1-F28

              
	
                12-40

              	 	
                Class
                  MT1-F29

              
	
                12-41

              	 	
                Class
                  MT1-F30

              
	
                12-42

              	 	
                Class
                  MT1-F31

              
	
                12-43

              	 	
                Class
                  MT1-F32

              
	
                12-44

              	 	
                Class
                  MT1-F33

              
	
                12-45

              	 	
                Class
                  MT1-F34

              
	
                12-46

              	 	
                Class
                  MT1-F35

              
	
                12-47

              	 	
                Class
                  MT1-F36

              
	
                12-48

              	 	
                Class
                  MT1-F37

              
	
                12-49

              	 	
                Class
                  MT1-F38

              
	
                12-50

              	 	
                Class
                  MT1-F39

              
	
                12-51

              	 	
                Class
                  MT1-F40

              
	
                12-52

              	 	
                Class
                  MT1-F41

              
	
                12-53

              	 	
                Class
                  MT1-F42

              
	
                12-54

              	 	
                Class
                  MT1-F43

              
	
                12-55

              	 	
                Class
                  MT1-F44

              
	
                12-56

              	 	
                Class
                  MT1-F45

              
	
                12-57

              	 	
                Class
                  MT1-F46

              
	
                12-58

              	 	
                Class
                  MT1-F47

              
	
                12-59

              	 	
                Class
                  MT1-F48

              
	
                12-60

              	 	
                Class
                  MT1-F49

              
	
                12-61

              	 	
                Class
                  MT1-F50

              
	
                12-62

              	 	
                Class
                  MT1-F51

              
	
                12-63

              	 	
                Class
                  MT1-F52

              
	
                12-64

              	 	
                Class
                  MT1-F53

              
	
                12-65

              	 	
                Class
                  MT1-F54

              
	
                12-66

              	 	
                Class
                  MT1-F55

              
	
                12-67

              	 	
                Class
                  MT1-F56

              
	
                12-68

              	 	
                Class
                  MT1-F57

              
	
                12-69

              	 	
                Class
                  MT1-F58

              
	
                12-70

              	 	
                Class
                  MT1-F59

              
	
                12-71

              	 	
                Class
                  MT1-F60

              
	
                12-72

              	 	
                Class
                  MT1-F61

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  Distribution
                    Dates

                	 	
                  Middle-Tier
                    REMIC
                    1
                    Class

                  Designation

                


        

      

      
        	
                12-73

              	 	
                Class
                  MT1-F62

              
	
                12-74

              	 	
                Class
                  MT1-F63

              
	
                12-75

              	 	
                Class
                  MT1-F64

              
	
                12-76

              	 	
                Class
                  MT1-F65

              
	
                12-77

              	 	
                Class
                  MT1-F66

              
	
                12-78

              	 	
                Class
                  MT1-F67

              
	
                12-79

              	 	
                Class
                  MT1-F68

              
	
                12-80

              	 	
                Class
                  MT1-F69

              


      

       

      
        	 	
                (3)

              	
                The
                  Class MT2-R interest is the sole class of residual interests in
                  Middle-Tier REMIC 2. It does not have an interest rate or a principal
                  balance. 

              


      

       

      
        	 	
                (4)

              	
                This
                  Middle-Tier REMIC 2 Regular Interest shall have an initial class
                  principal
                  amount equal to one-half of the initial Class Principal Amount
                  of its
                  Corresponding Class of
                  Certificates.

              


      

       

      
        	 	
                (5)

              	
                This
                  Lower Tier Interest shall have an initial class principal amount
                  equal to
                  the excess of (i) the Pool Stated Principal Balance as of the Cut-off
                  Date, over (ii) the aggregate initial Class Principal Amount of
                  each other
                  regular interest in Middle-Tier REMIC 2 (other than any interest-only
                  Lower Tier Interest).

              


      

       

      
        	 	
                (6)

              	
                The
                  MT2-C Interest is an interest only interest that does not have
                  a principal
                  balance. For any Distribution Date, it is entitled to all amounts
                  distributed in respect of the MT1-C Interest on such Distribution
                  Date.
                  

              


      

       

      On
        each
        Distribution Date, interest shall be distributed on the Middle-Tier REMIC
        2
        Interests based on the above-described interest rates; provided,
        however,
        that
        interest that accrues on the Class MT2-Q Interest shall be deferred in an
        amount
        equal to one-half of the increase, if any, in the Overcollateralization Amount
        for such Distribution Date. Any interest so deferred shall itself bear interest
        at the interest rate for the Class MT2-Q Interest. An amount equal to the
        interest so deferred shall be distributed as additional principal on the
        other
        Middle-Tier REMIC 2 Regular Interests having a principal balance in the manner
        described under priority (a) below.

       

      On
        each
        Distribution Date principal shall be distributed, and Realized Losses shall
        be
        allocated, among the Middle-Tier REMIC 2 Regular Interests in the following
        order of priority:

       

      (a) First,
        to
        the Class MT2-A-1A, Class MT2-A-1B, Class MT2-A-1C, Class MT2-B1, Class
        MT2-B2, Class MT2-B3, Class MT2-B4, Class MT2-B5, Class MT2-B6, Class MT2-B7,
        and Class MT2-B8 Interests until the principal balance of each such Middle-Tier
        REMIC 2 Regular Interest equals 50% of the Class Principal Balance of the
        Corresponding Class of Certificates immediately after such Distribution Date;
        and

       

      (b) Second,
        to the Class MT2-Q Interests, any remaining amounts.

       

      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 Middle-Tier REMIC
        2
        Regular Interests in the same manner that principal is distributed among
        such
        Middle-Tier REMIC 2 Regular Interests.

       

      On
        each
        Distribution Date, the Securities Administrator shall be deemed to have
        distributed the Prepayment Premium Amounts passed through with respect to
        the
        Class MT1-F69 and Class MT1-V69 Middle-Tier REMIC 1 Regular Interests on
        such
        Distribution Date to the Class MT2-Q Interest.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      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
                  A-1A

              	
                $629,826,000.00

              	
                (1)

              
	
                Class
                  A-1B

              	
                $262,428,000.00

              	
                (1)

              
	
                Class
                  A-1C

              	
                $157,456,000.00

              	
                (1)

              
	
                Class
                  B-1

              	
                $
                  17,281,000.00

              	
                (1)

              
	
                Class
                  B-2

              	
                $
                  7,248,000.00

              	
                (1)

              
	
                Class
                  B-3

              	
                $
                  5,017,000.00

              	
                (1)

              
	
                Class
                  B-4

              	
                $
                  5,574,000.00

              	
                (1)

              
	
                Class
                  B-5

              	
                $
                  5,575,000.00

              	
                (1)

              
	
                Class
                  B-6

              	
                $
                  6,690,000.00

              	
                (1)

              
	
                Class
                  B-7

              	
                $
                  3,902,000.00

              	
                (1)

              
	
                Class
                  B-8

              	
                $
                  5,575,000.00

              	
                (1)

              
	
                Class
                  C

              	
                (2)

              	
                (2)

              
	
                Class
                  P

              	
                $
                  100.00

              	
                (3)

              
	
                Class
                  R

              	
                (4)

              	
                (4)

              


      

      ____________

      
        	 	
                (1)

              	
                Calculated
                  pursuant to the definition of “Pass-Through Rate;” provided, however, for
                  purposes of the REMIC Provisions, the reference to Net WAC Cap
                  in such
                  definition shall be deemed to be a reference to the Middle-Tier
                  WAC Cap.
                  To the extent interest payments on any Class of Certificates based
                  on the
                  Middle-Tier WAC Cap exceed the interest payments actually made
                  based on
                  the stated Pass-Through Rate for such Class, the excess shall be
                  treated
                  as having been received by the Certificateholder and then deposited
                  by
                  such Certificateholder into the Supplemental Interest Trust pursuant
                  to
                  and as further describe in Section 9.01(k) hereof For purposes
                  of the
                  REMIC Provisions, for the first three Distribution Dates only,
                  interest
                  accrued on any Class of LIBOR Certificates at a Pass-Through Rate
                  in
                  excess of the Middle-Tier Net WAC Cap shall be deemed to have been
                  paid
                  from the Basis Risk Reserve Fund.

              


      

       

      
        	 	
                (2)

              	
                The
                  Class C Certificates shall have an initial principal balance of
                  $8,361,478.42. The Class C Certificates also comprise a notional
                  component
                  having a notional amount that at all times will equal the aggregate
                  of the
                  principal balances of the Middle-Tier REMIC 2 Regular Interests
                  (i.e., the
                  Pool Collateral 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 Middle-Tier REMIC 2 Regular Interests (other than the MT2-I,
                  MT2-IO
                  and MT2-C Interests), weighted on the basis of the principal balance
                  of
                  each such Middle-Tier REMIC 2 Regular Interest, over (b) the Adjusted
                  Middle-Tier WAC. For any Distribution Date, interest that accrues
                  on the
                  notional component of the Class C Certificates 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 MT2-I, MT2-IO and MT2-C Interests in the Middle-Tier
                  REMIC 2.

              


      

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        	 	
                (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 Certificates represent the sole class of residual interest
                  in the
                  Upper-Tier REMIC and do not have a principal balance or a pass-through
                  rate. In addition, the Class R Certificates represent ownership
                  of the
                  LT-R, MT1-R and MT2-R Interests.

              


      

       

       

      ARTICLE
        I

       

      DEFINITIONS;
        DECLARATION OF TRUST

       

       

      SECTION
        1.01. Defined
        Terms.

       

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

       

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

       

      “Account”:
        The
        Distribution Account, the Basis Risk Reserve Fund, the Basis Risk Cap Account,
        the Swap Account, the Servicing Account and the Prefunding Account, as the
        context requires.

       

      “Accrual
        Period”:
        With
        respect to each Distribution Date and the LIBOR Certificates, the period
        beginning on the immediately preceding Distribution Date (or the Closing
        Date,
        in the case of the first Distribution Date) and ending on the day immediately
        preceding such Distribution Date. Interest for such Classes of LIBOR
        Certificates will be calculated based upon a 360-day year and the actual
        number
        of days in each Accrual Period. With respect to any Distribution Date, the
        Class
        C Certificates, 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 3.20(a).

       

      “Additional
        Form 10-D Disclosure”:
        As
        defined in Section 3.20(a).

       

      “Additional
        Form 10-K Disclosure”:
        As
        defined in Section 3.20(b).

       

      “Additional
        Termination Event”:
        As
        defined in the Swap Agreement.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Adjusted
        Cap Rate”:
        The
        Adjusted Cap Rate for the LIBOR Certificates.

       

      “Adjusted
        Middle-Tier WAC”:
        With
        respect to any Distribution Date (and the related Accrual Period), the product
        of (i) 2 multiplied by (ii) the weighted average of the interest rates on
        the
        Middle-Tier REMIC 2 Regular Interests, (other than the MT2-I, MT2-IO and
        MT2-C
        Interests) weighted on the basis of their principal balances as of the first
        day
        of the related Accrual Period and computed for this purpose by first
        (a)
        subjecting the interest rate on the MT2-Q Interests to a cap of 0.00%, and
        second
        (b)
        subjecting the interest rate on each of the MT2-A-1A, MT2-A-1B, MT2-A-1C,
        MT2-B1, MT2-B2, MT2-B3, MT2-B4, MT2-B5, MT2-B6, MT2-B7 and MT2-B8 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.

       

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

       

      “Affected
        Party”:
        As
        defined in the Swap Agreement.

       

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

       

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

       

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

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      “Agreement”:
        This
        Pooling and Servicing Agreement dated as of June 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) in respect
        of
        Allocated Realized Loss Amounts.

       

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

       

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

       

      “American
        Home Purchase Agreement”:
        The
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1,
        2006,
        as amended by that certain Amendment Number One, dated as of May 1, 2007,
        between GCFP, American Home and American Home Servicing, as the same may
        be
        amended from time to time, and any assignments and conveyances related to
        the
        Countrywide Mortgage Loans.

       

      “American
        Home Servicing”:
        American Home Mortgage Servicing, Inc. and its successors and assigns, in
        its
        capacity as the Servicer of the American Home Mortgage Loans.

       

      “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, 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, (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 received
        during the related Prepayment Period, (c) the aggregate of any amounts received
        in respect of REO Properties for such Distribution Date in respect of the
        Mortgage Loans, (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, (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, (f) the aggregate of any Advances made by the Servicer and
        Advances made by the Master Servicer for that Distribution Date in respect
        of
        the Mortgage Loans, (g) the aggregate of any Advances made by the Trustee
        (as successor Master Servicer) for such Distribution Date pursuant to Section
        7.02 hereof in respect of the Mortgage Loans and (h) the Termination Price
        on the Distribution Date on which the Trust Fund is terminated and (i) with
        respect to the Distribution Date in the month immediately following the end
        of
        the Prefunding Period, any amounts remaining in the Prefunding Account (other
        than investment earnings thereon); minus
        (ii) the sum of (u) if there is a Deficiency Amount (i) prior to the end of
        the Prefunding Period, any amount remaining in the Prefunding Account equal
        to
        such Deficiency Amount, and (ii) in the case of the Distribution Date
        immediately following the end of the Prefunding Period, the amount released
        from
        the Prefunding Account and transferred to the Distribution Account, if any,
        equal to such Deficiency Amount, (v) to the extent of amounts attributable
        to interest, the Expense Fees for such Distribution Date in respect of the
        Mortgage Loans, (w) 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 and other amounts as to which the Servicer,
        the
        Trustee, the Credit Risk Manager, the Securities Administrator, the Custodian
        and the Master Servicer are entitled to be reimbursed pursuant to Section
        4.03,
        (x) first,
        to the
        extent of amounts attributable to interest, and second,
        if such
        amounts are insufficient, to the extent of amounts attributable to principal,
        the amount payable to the Trustee, the Master Servicer, the Custodian or
        the
        Securities Administrator pursuant to Section 8.05, Section 3.30(b) and Section
        3.31(c) in respect of Mortgage Loans or if not related to a Mortgage Loan
        and
        (y) amounts deposited in the Distribution Account, as the case may be, in
        error,
        in respect of Mortgage Loans.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


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

       

      “Basis
        Risk Cap Account”:
        As
        defined in Section 5.13(a).

       

      “Basis
        Risk Cap Agreement”:
        The
        basis risk cap agreement dated July 12, 2007, which agreement provides for
        the
        monthly payment specified therein to the Securities Administrator (for the
        benefit of the Certificateholders) commencing with the Distribution Date
        in
        August 2007 and ending on the Distribution Date in May 2008, by the Basis
        Risk
        Cap Provider, but subject to the conditions set forth therein together with
        any
        schedules, confirmations or other agreements relating thereto, attached hereto
        as Exhibit V.

       

      “Basis
        Risk Cap Amount”:
        With
        respect to each Distribution Date, the amount of any payment required to
        be made
        by the Basis Risk Cap Provider pursuant to the terms of the Basis Risk Cap
        Agreement deposited into the Basis Risk Cap Account, and any investment earnings
        thereon.

       

      “Basis
        Risk Cap Payment Date”:
        For so
        long as the Basis Risk Cap Agreement is in effect or any amounts remain unpaid
        thereunder, the Business Day immediately preceding each Distribution
        Date.

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      “Basis
        Risk Cap Provider”:
        The
        counterparty to the Basis Risk Cap Agreement, and any successor in interest
        or
        assigns. Initially, the Basis Risk Cap Provider shall be The Royal Bank of
        Scotland plc.

       

      “Basis
        Risk Cap Replacement Receipts”:
        As
        defined in Section 5.14(a).

       

      “Basis
        Risk Cap Replacement Receipts Account”:
        As
        defined in Section 5.14(a).

       

      “Basis
        Risk Cap Termination Payment”:
        Upon
        the designation of an “Early Termination Date” as defined in the Basis Risk Cap
        Agreement, the payment required to be made by the Basis Risk Cap Provider
        to the
        Securities Administrator pursuant to the terms of the Basis Risk Cap Agreement,
        and any unpaid amounts due on previous Basis Risk Cap Payment Dates and accrued
        interest thereon as provided in the Basis Risk Cap Agreement, as calculated
        by
        the Basis Risk Cap Provider and furnished to the Trustee.

       

      “Basis
        Risk Cap Termination Receipts”:
        As
        defined in Section 5.14(a).

       

      “Basis
        Risk Cap Termination Receipts Account”:
        As
        defined in Section 5.14(a).

       

      “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);

       

      (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.

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      “Bulk
        PMI Policy”:
        Not
        applicable.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Certification
        Parties”:
        As
        defined in Section 3.19.

       

      “Certifying
        Person”:
        As
        defined in Section 3.19.

       

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

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      “Class
        B-1 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-1 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date) and (ii) the Class Principal Balance of the Class B-1 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) for each Distribution Date prior to July 2013, 89.250% and
        thereafter 91.400% and (ii) the Aggregate Collateral Balance as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the Aggregate Collateral Balance as of the last day of the
        related Due Period (after giving effect to scheduled payments of principal
        due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) minus
        the
        related Overcollateralization Floor.

       

      “Class
        B-2 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-2 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date), (ii) the Class Principal Balance of the Class B-1 Certificates (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 July
        2013,
        90.875% and thereafter 92.700% and (ii) the Aggregate Collateral Balance
        as of
        the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) and (B) the Aggregate Collateral Balance as of
        the
        last day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) minus
        the
        related Overcollateralization Floor.

       

      “Class
        B-3 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-3 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date), (ii) the aggregate 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 aggregate 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 July 2013, 92.000% and
        thereafter 93.600% and (ii) the Aggregate Collateral Balance as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the Aggregate Collateral Balance as of the last day of the
        related Due Period (after giving effect to scheduled payments of principal
        due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) minus
        the
        related Overcollateralization Floor.

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      “Class
        B-4 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-4 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date), (ii) the aggregate 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 aggregate 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 aggregate 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 July 2013, 93.250% and thereafter 94.600% and (ii) the Aggregate
        Collateral Balance as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the Aggregate Collateral
        Balance as of the last day of the related Due Period (after giving effect
        to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) minus
        the
        related Overcollateralization Floor.

       

      “Class
        B-5 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-5 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date), (ii) the Class Principal Balance of the Class B-1 Certificates (after
        taking into account the distribution of the Class B-1 Principal Distribution
        Amount on such Distribution Date), (iii) the aggregate 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
        aggregate 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 aggregate 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 July 2013, 94.500% and thereafter 95.600% and
        (ii)
        the Aggregate Collateral Balance as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) the Aggregate
        Collateral Balance as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) minus
        the
        related Overcollateralization Floor.

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      “Class
        B-6 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-6 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date), (ii) the aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 July 2013, 96.000% and thereafter 96.800% and (ii) the Aggregate
        Collateral Balance as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the Aggregate Collateral
        Balance as of the last day of the related Due Period (after giving effect
        to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) minus
        the
        related Overcollateralization Floor.

       

      “Class
        B-7 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-7 Certificates immediately prior to such
        Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
        Class
        Principal Balance of the Senior Certificates (after taking into account the
        distribution of the Senior Principal Distribution Amount on such Distribution
        Date), (ii) the aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 July 2013, 96.875%
        and thereafter 97.500% and (ii) the Aggregate Collateral Balance as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the Aggregate Collateral Balance as of the last day of the
        related Due Period (after giving effect to scheduled payments of principal
        due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) minus
        the
        related Overcollateralization Floor.

       


      
        
          
          

        

        
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      “Class
        B-8 Principal Distribution Amount”:
        With
        respect to any Distribution Date, an amount equal to the lesser of (a) the
        Class
        Principal Balance of the Class B-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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 aggregate 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 July 2013, 98.125% and thereafter 98.500% and
        (ii)
        the Aggregate Collateral Balance as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) the Aggregate
        Collateral Balance as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) minus
        the
        related Overcollateralization Floor.

       

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

       

      “Class
        C Notional Balance”:
        With
        respect to any Distribution Date (and the related Accrual Period) the aggregate
        principal balance of the Middle-Tier REMIC 2 Regular Interests (the Pool
        Collateral Balance) as specified in the Preliminary Statement.

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      “Class
        I Shortfalls”:
        For any
        Swap Payment Date, the excess, if any, of the amount owed to the Swap Provider
        under the Swap Agreement over the interest accrued on the MT2-IO Interest
        in the
        Middle-Tier REMIC 2 for the Accrual Period immediately related to the
        Distribution Date immediately following such Swap Payment Date. 

       

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

       

      “Class
        Principal Balance”:
        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 on all
        prior
        Distribution Dates, (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)
        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”:
        July
        12, 2007.

       

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

       

      “Collateral
        Account”:
        The
        account established and maintained by the Securities Administrator in accordance
        with the provisions of Section 5.10(b).

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

      “Corporate
        Trust Office”:
        With
        respect to the Trustee, the principal corporate trust office of the Trustee
        at
        which at any particular time its corporate trust business in connection with
        this Agreement shall be administered, which office at the date of the execution
        of this instrument is located at 1761 East St. Andrew Place, Santa Ana,
        California 92705, Attention: Client Manager—HarborView Trust 2007-5, or at such
        other address as the Trustee may designate from time to time by notice to
        the
        Certificateholders, the Depositor, the Master Servicer, the Securities
        Administrator and the Seller. With respect to the Securities Administrator
        and
        the Certificate Registrar and (i) presentment of Certificates for registration
        of transfer, exchange or final payment, Wells Fargo Bank, National Association,
        Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
        Corporate Trust, HarborView Mortgage Loan Trust 2007-5, and (ii) for all
        other
        purposes, P.O. Box 98, Columbia, Maryland 21046 (or for overnight deliveries,
        9062 Old Annapolis Road, Columbia, Maryland 21045), Attention: Corporate
        Trust,
        HarborView Mortgage Loan Trust 2007-5.

       

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

       

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

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      


      
        	 	
                Initial
                  Credit Enhancement

                Percentage

              	
                Target
                  Credit Enhancement

                Percentage
                  before

                July
                  2013 or

                Stepdown
                  Date

              	
                Target
                  Credit Enhancement

                Percentage
                  on or after

                July
                  2013 or

                Stepdown
                  Date

              
	
                Senior

              	
                5.8500%

              	
                14.6250%

              	
                11.7000%

              
	
                B-1

              	
                4.3000%

              	
                10.7501%

              	
                8.6001%

              
	
                B-2

              	
                3.6500%

              	
                9.1249%

              	
                7.2999%

              
	
                B-3

              	
                3.2000%

              	
                7.9999%

              	
                6.3999%

              
	
                B-4

              	
                2.7000%

              	
                6.7501%

              	
                5.4001%

              
	
                B-5

              	
                2.2000%

              	
                5.5000%

              	
                4.4000%

              
	
                B-6

              	
                1.6000%

              	
                3.9999%

              	
                3.1999%

              
	
                B-7

              	
                1.2500%

              	
                3.1250%

              	
                2.5000%

              
	
                B-8

              	
                0.7500%

              	
                1.8749%

              	
                1.4999%

              


      

      


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

       

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

       

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

       

      “Credit
        Risk Manager Fee Rate”:
        0.005%
        per annum.

       

      “Credit
        Support Annex”:
        The
        credit support annex to the Swap Agreement dated as of July 14, 2007, between
        the Securities Administrator, on behalf of the Supplemental Interest Trust
        and
        the Swap Provider.

       

      “Custodian”:
        For
        purposes of this Agreement, the Custodian shall be Deutsche Bank National
        Trust
        Company and its successor in interest and assign acting as custodian of the
        Mortgage Files.

       

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


       

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

       

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

       


      
        
          
          

        

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

       

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

       

      “Defaulting
        Party”:
        As
        defined in the Swap Agreement.

       

      “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.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      “Distribution
        Account”:
        The
        trust account or accounts created and maintained by the Securities Administrator
        pursuant to Section 4.02 hereof for the benefit of the Certificateholders
        and
        designated “Distribution Account, Wells Fargo Bank, N.A., as Securities
        Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee,
        in
        trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage
        Loan
        Pass-Through Certificates, Series 2007-5” 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 July 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, provided,
        that
        following a downgrade, withdrawal, or suspension of such institution’s rating
        below such ratings set forth above, each account shall promptly (and in any
        case
        within not more than 30 calendar days) be moved to an Eligible Account or
        to one
        or more segregated trust accounts in the trust department of such institution
        which has the required ratings;

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


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

       

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

       

      (iv) an
        account otherwise acceptable to each Rating Agency without reduction or
        withdrawal of its then current ratings of the Certificates as evidenced by
        a
        letter from such Rating Agency to the Securities Administrator and the Trustee.
        

       

      Eligible
        Accounts may bear interest.

       

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

       

      “ERISA-Restricted
        Certificates”:
        (i)
        the Class A-1B and Class A-1C Certificates, the Subordinate Certificates
        and the
        Residual Certificate and (ii) any Class A-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
        Offered Certificates.

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
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      “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 August 2037.

       

      “Final
        Recovery Determination”:
        With
        respect to any defaulted Mortgage Loan or any REO Property (other than a
        Mortgage Loan or REO Property purchased by the Seller pursuant to or
        contemplated by Section 2.03 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.

       

      “Form
        8-K Disclosure Information”:
        As
        defined in Section 3.20(c).

       

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

       

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

       

      “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.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      “Initial
        LIBOR Rate”:
        5.320%.

       

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

       

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

       

      “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”:
        With
        respect to any Distribution Date, the portion of the Available Funds for
        such
        Distribution Date attributable to interest received or advanced with respect
        to
        the Mortgage Loans plus
        Principal Prepayments for the related Prepayment Period to the extent of
        Deferred Interest for the related Distribution Date. For the avoidance of
        doubt,
        (i) the Interest Remittance Amount available on each Swap Payment Date for
        distributions to the Swap Account shall be equal to the Interest Remittance
        Amount on the related Distribution Date and (ii) the Interest Remittance
        Amount
        for each Distribution Date shall be calculated without regard to any
        distributions to the Swap Account on the related Swap Payment 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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


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

       

      “LIBOR
        Certificates”:
        The
        Class A-1A, Class A-1B, Class A-1C, 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.

       

      “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 Master Servicer or the Servicer, such
        expenses including (a) property protection expenses, (b) property sales
        expenses, (c) foreclosure and sale costs, including court costs and reasonable
        attorneys’ fees, and (d) similar expenses reasonably paid or incurred in
        connection with liquidation. 

       

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

       

      “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.

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      “Master
        Servicing Fee Rate”:
        0.0075% per annum.

       

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

       

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

       

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

       

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

       

      “Middle-Tier
        REMIC 1 Regular Interest”:
        As
        described in the Preliminary Statement.

       

      “Middle-Tier
        REMIC 2 Regular Interest”:
        As
        described in the Preliminary Statement.

       

      “Middle-Tier
        REMIC 1”:
        As
        described in the Preliminary Statement.

       

      “Middle-Tier
        REMIC 2”:
        As
        described in the Preliminary Statement.

       

      “Middle-Tier
        Net WAC Cap”:
        For any
        Distribution Date, the product of (i) the weighted average of the interest
        rates
        on the Middle-Tier REMIC 2 Regular Interests for such Distribution Date (other
        than the MT2-C, MT2-IO and MT2-I Interests) multiplied by (ii) the quotient
        of
        30 divided by the actual number of days in the accrual period.

       


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


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

       

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

       

      “Monthly
        Interest Distributable Amount”:
        With
        respect to each Class of Certificates (other than the Class C, Class 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 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 shall be
        allocated among each Class of Senior Certificates and the Subordinate
        Certificates based on, in the case of each Class of 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. 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.

       

      “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(e) hereof as from time to
        time
        held as a part of the Trust Fund, the mortgage loans so held being identified
        in
        the Mortgage Loan Schedule.

       


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      “Mortgage
        Loan Purchase Agreement”:
        The
        Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
        as
        of June 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;

              


      

       

      
        	 	
                (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;

              


      

       


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      
        	 	
                (xv)

              	
                the
                  original principal balance of the Mortgage
                  Loan;

              


      

       

      
        	 	
                (xvi)

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

              


      

       

      
        	 	
                (xvii)

              	
                the
                  Index and Gross Margin specified in related Mortgage
                  Note;

              


      

       

      
        	 	
                (xviii)

              	
                the
                  next Adjustment Date, if
                  applicable;

              


      

       

      
        	 	
                (xix)

              	
                the
                  Maximum Loan Rate, if applicable;

              


      

       

      
        	 	
                (xx)

              	
                the
                  Value of the Mortgaged Property;

              


      

       

      
        	 	
                (xxi)

              	
                the
                  sale price of the Mortgaged Property, if
                  applicable;

              


      

       

      
        	 	
                (xxii)

              	
                the
                  product code;

              


      

       

      
        	 	
                (xxiii)

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

              


      

       

      
        	 	
                (xxiv)

              	
                the
                  Expense Fee Rate therefor.

              


      

       

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

       

      The
        Mortgage Loan Schedule, as in effect from time to time, shall also set forth
        the
        following information with respect to the Mortgage Loans in the aggregate
        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.

       


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      “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 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.

       

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

       

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

       

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

       

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

       

      “Net
        Swap Payment”:
        With
        respect to each Swap Payment Date, the sum of (i) any net payment required
        to be
        made pursuant to the terms of the Swap Agreement, which net payment shall
        not
        take into account any Swap Termination Payment, and (ii) any unpaid amounts
        due
        on previous Swap Payment Dates and accrued interest thereon as provided in
        the
        Swap Agreement, as calculated by the Swap Provider and furnished to the
        Securities Administrator.

       


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      “Net
        Swap Rate”:
        For
        the LIBOR Certificates and any Distribution Date, the quotient of (i) the
        product of (a) the Net Swap Payment or Swap Termination Payment owed to the
        Swap
        Provider, if any, on or immediately before such Distribution Date, multiplied
        by
        (b) 12, divided by (ii) the aggregate of the Stated Principal Balances of
        the
        Mortgage Loans as of the first day of the related Due Period.

       

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

       

      “Net
        WAC Cap”:
        For
        the LIBOR Certificates and any Distribution Date is equal to the product
        of (x)
        the excess, if any, of (a) the Net WAC for such Distribution Date over (b)
        the
        Net Swap Rate 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.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Offered
        Certificates”:
        The
        Class A-1A, Class A-1B, Class A-1C, 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.

       


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

      “Originator”:
        American Home Mortgage Corp. or any other originator contemplated by Item
        1110
        (§229.1110) of Regulation AB. 

       

      “OTS”:
        The
        Office of Thrift Supervision.

       

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

       

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

       

      “Overcollateralization
        Floor”:
        An
        amount equal to $5,574,667.89.

       

      “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, 0.75% of (a) the aggregate Stated Principal Balance of the Initial
        Mortgage Loans as of the Initial Cut-off Date and (b) the amount on deposit
        in
        the Prefunding Account on the Closing Date; (ii) on or after the Stepdown
        Date
        so long as a Trigger Event is not in effect, the greater of (x)(I) 1.875%
        of the
        current Aggregate Collateral Balance prior to the Distribution Date in July
        2013
        or (II) 1.500% of the current Aggregate Collateral Balance on or after the
        Distribution Date in July 2013 and (y) the Overcollateralization Floor; or
        (iii)
        on or after the Stepdown Date and if a Trigger Event is in effect, the
        Overcollateralization Target Amount for the immediately preceding Distribution
        Date.

       


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      
        	 	
                (A)

              	
                The
                  Pass-Through Rate for the Class A-1A Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.190%
                  per annum (0.380% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (B)

              	
                The
                  Pass-Through Rate for the Class A-1B Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.230%
                  per annum (0.460% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (C)

              	
                The
                  Pass-Through Rate for the Class A-1C Certificates with respect
                  to any
                  Distribution Date shall equal the least of (i) One-Month LIBOR
                  plus 0.280%
                  per annum (0.560% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (D)

              	
                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 0.500%
                  per annum (0.750% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (E)

              	
                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 0.550%
                  per annum (0.825% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (F)

              	
                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 0.800%
                  per annum (1.200% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      
        	 	
                (G)

              	
                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 1.150%
                  per annum (1.725% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (H)

              	
                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 1.750%
                  per annum (2.625% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (I)

              	
                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 1.750%
                  per annum (2.625% per annum after the Call Option Date), (ii) the Net
                  WAC Cap for that Distribution Date and (iii) 11.50% per
                  annum.

              


      

       

      
        	 	
                (J)

              	
                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) 11.50% per
                  annum.

              


      

       

      
        	 	
                (K)

              	
                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) 11.50% per
                  annum.

              


      

       

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

       

      “PCAOB”:
        The
        Public Company Accounting Oversight Board.

       

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

       

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

       

      
        	 	
                (i)

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

              


      

       


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      
        	 	
                (ii)

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

              


      

       

      
        	 	
                (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 Securities Administrator or any affiliate of the Securities
                  Administrator or for which the NIMS Insurer, the Securities Administrator
                  or any of its affiliates acts as an adviser as long as such fund
                  is rated
                  in at least the second highest rating category by each Rating Agency
                  rating such fund or vehicle; and each of the Securities Administrator
                  or
                  the NIMS Insurer may trade with itself or an affiliate when purchasing
                  or
                  selling Permitted Investments; and

              


      

       

      
        	 	
                (vii)

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

       

      “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 that were Outstanding Mortgage Loans on that
        day.

       

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

       

      “Prefunded
        Amount”:
        The
        amount deposited in the Prefunding Account on the Closing Date, which shall
        equal $53,979,820.

       

      “Prefunding
        Account”:
        The
        separate Eligible Account created and maintained by the Securities Administrator
        pursuant to Section 4.06 in the name of the Trustee for the benefit of the
        Certificateholders and designated “Prefunding Account, Wells Fargo Bank, N.A.,
        as Securities Administrator, on behalf of Deutsche Bank National Trust Company,
        as Trustee, in trust for the registered Holders of HarborView Mortgage Loan
        Trust Mortgage Loan Pass-Through Certificates, Series 2007-5.” Funds in the
        Prefunding Account shall be held in trust for the Certificateholders for
        the
        uses and purposes set forth in this Agreement and shall not be a part of
        any
        REMIC created hereunder; provided,
        however,
        that
        any investment income earned from Permitted Investments made with funds in
        the
        Prefunding Account shall be for the account of the Depositor.

       

      “Prefunding
        Period”:
        The
        period from the Closing Date until the earliest of (i) the date on which
        the
        amount on deposit in the Prefunding Account is reduced to less than $100,000,
        (ii) an Event of Default occurs or (iii) October 10, 2007.

       

      “Premium
        Proceeds”:
        The
        amount by which the Termination Price paid in connection with the termination
        pursuant to Section 10.01 hereof exceeds the sum of (i) accrued and unpaid
        interest and unpaid principal on the Certificates and any Unpaid Basis Risk
        Shortfalls, (ii) any unreimbursed Servicing Advances and Advances and any
        unpaid
        Master Servicing Fees and Servicing Fees, (iii) any Swap Termination Payment
        payable to the Swap Provider as a result of a termination pursuant to Section
        10.01 and (iv) all amounts, if any, then due and owing to the Trustee, the
        Master Servicer, the Securities Administrator and the Credit Risk Manager
        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.

       


      
        
          
          

        

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

       

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

       

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

       

      “Principal
        Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the related Principal
        Remittance Amount for such Distribution Date over (y) 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 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, deposited to the Distribution Account during the
        related Prepayment Period, (c) the principal portion of any related
        Substitution Adjustments 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 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 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 received during the related
        Prepayment Period, (h) the outstanding principal balance of each Mortgage
        Loan
        purchased from the Trust Fund by the NIMS Insurer (in the case of certain
        Mortgage Loans 90 days or more delinquent), (i) with respect to the October
        2007
        Distribution Date only, any amount remaining in the Prefunding Account at
        the
        end of the Prefunding Period and (j) on the Distribution Date on which the
        Trust Fund is to be terminated pursuant to Section 10.01 hereof, that portion
        of
        the Termination Price in respect of principal. For the avoidance of doubt,
        (i)
        the Principal Remittance Amount available on each Swap Payment Date for
        distributions to the Swap Account shall be equal to the Principal Remittance
        Amount on the related Distribution Date and (ii) the Principal Remittance
        Amount
        for each Distribution Date shall be calculated without regard to any
        distributions to the Swap Account on the related Swap Payment Date.

       


      
        
          
          

        

        
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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 March
        26, 2007, relating to the Offered Certificates.

       

      “Prospectus
        Supplement”:
        That
        certain prospectus supplement dated July 11, 2007, relating to the initial
        offering of the Offered Certificates.

       

      “Purchase
        Agreement”:
        The
        Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1,
        2006,
        as amended by that certain Amendment Number One, dated as of May 1, 2007,
        between GCFP, American Home and American Home Servicing, as reconstituted
        pursuant to a Reconstituted Servicing Agreement dated as of July 1, 2007,
        by and
        among GCFP, Greenwich Capital Acceptance, Inc., American Home and American
        Home
        Servicing, and acknowledged by Wells Fargo Bank, N.A., as master servicer
        and
        securities administrator, and by Deutsche Bank National Trust Company, as
        trustee, as the same may be amended from time to time, and any assignments
        and
        conveyances related to the Mortgage Loans.

       

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

       


      
        
          
          

        

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

       

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

       

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

       


      
        
          
          

        

        
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      “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
        reconstitution agreement dated as of June 1, 2007, among the Seller, the
        Depositor and the Servicer and acknowledged by the Master Servicer and 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 Securities Administrator and shall have an established
        place of business in London. Until all of the LIBOR Certificates are paid
        in
        full, the Securities Administrator will at all times retain at least four
        Reference Banks for the purpose of determining LIBOR with respect to each
        LIBOR
        Determination Date. The Securities Administrator initially shall designate
        the
        Reference Banks (after consultation with the Depositor). If any such Reference
        Bank should be unwilling or unable to act as such or if the Securities
        Administrator should terminate its appointment as Reference Bank, the Securities
        Administrator shall promptly appoint or cause to be appointed another Reference
        Bank (after consultation with the Depositor). The Securities Administrator
        shall
        have no liability or responsibility to any Person for (i) the selection of
        any
        Reference Bank for purposes of determining LIBOR or (ii) any inability to
        retain
        at least four Reference Banks which is caused by circumstances beyond its
        reasonable control.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      “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.

       

      “REMIC
        Swap Rate”:
        For
        each Distribution Date (and the related Accrual Period), a per annum rate
        equal
        to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
        such Distribution Date, as set forth in Annex G to the Prospectus, (ii) 2,
        and
        (iii) the quotient of (a) the actual number of days in the related Accrual
        Period divided by (b) 30.

       

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

       


      
        
          
          

        

        
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      “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 Master Servicing Fees and Servicing Fees in
        respect of the related Mortgage Loan and unreimbursed Servicing Advances
        and
        Advances in respect of such REO Property or the related Mortgage Loan, over
        (b) the REO Imputed Interest in respect of such REO Property for such
        calendar month.

       

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

       

      “Reportable
        Event”:
        As
        defined in Section 3.20(c).

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

      “Senior
        Principal Distribution Amount”:
        With
        respect to any Distribution Date, the excess of (x) the aggregate Class
        Principal Balance of the Senior Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) for each
        Distribution Date prior to July 2013, 85.375% and thereafter 88.300% and
        (ii)
        the Aggregate Collateral Balance as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) the Aggregate
        Collateral Balance as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) minus
        the
        related Overcollateralization Floor.

       

      “Servicer”:
        American Home 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 respective Servicing Agreement.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      “Servicing
        Fee Rate”:
        The
        rate of 0.375% per annum.

       

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

       

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

       

      “Specified
        Representations and Warranties”:
        The
        representations and warranties listed on Exhibit U hereto.

       

      “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 July 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
        Class
        Principal Balance of the Senior Certificates has been reduced to zero and
        (ii)
        the later to occur of (x) the Distribution Date occurring in July 2010 and
        (y)
        the first Distribution Date on which the Credit Enhancement Percentage of
        the
        Senior Certificates (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 related target Credit Enhancement Percentage of the Senior
        Certificates.

       

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

       

      “Subordinate
        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 Monthly Interest Distributable Amount for such Class of
        Certificates computed without regard to the Subordinate Class Expense
        Share.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      “Supplemental
        Interest Trust”:
        The
        trust created pursuant to Section 5.10 of this Agreement and designated as
        the
“Supplemental Interest Trust,” the corpus of which shall consist of the Swap
        Agreement, the Swap Account and the right to receive the Class C Distributable
        Amount as provided in Section 5.01(v).

       

      “Swap
        Account:”
The
        account created pursuant to Section 5.10(a) of this Agreement.

       

      “Swap
        Agreement:”
The
        interest rate swap agreement entered into by the Securities Administrator
        on
        behalf of the Supplemental Interest Trust, which agreement provides for,
        among
        other things, a Net Swap Payment to be paid pursuant to the conditions provided
        therein, together with any schedules, confirmations or other agreements relating
        thereto, attached hereto as Exhibit W.

       

      “Swap
        Amount:”
With
        respect to each Distribution Date and the related Swap Payment Date, the
        sum of
        any Net Swap Payment and any Swap Termination Payment deposited into the
        Swap
        Account, and any investment earnings thereon.

       

      “Swap
        Default:”
Any
        of
        the circumstances constituting an “Event of Default” under the Swap
        Agreement.

       

      “Swap
        LIBOR”:
        With
        respect to any Distribution Date (and the Accrual Period relating to such
        Distribution Date), the product of (i) the Floating Rate Option (as defined
        n
        the Swap Agreement) for the related Swap Payment Date as calculated by the
        Swap
        Provider and furnished to the Trustee, (ii) two, and (iii) the quotient of
        the
        actual number of days in the Accrual Period for the LIBOR Certificates divided
        by 30. 


      
        
          
          

        

        
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      “Swap
        Payment Date”:
        For so
        long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
        the Business Day immediately preceding each Distribution Date.

       

      “Swap
        Provider”:
        The
        counterparty to the Supplemental Interest Trust under the Swap Agreement,
        and
        any successor in interest or assigns. Initially, the Swap Provider shall
        be The
        Royal Bank of Scotland plc.

       

      “Swap
        Provider Trigger Event”:
        A Swap
        Provider Trigger Event shall have occurred if any of a Swap Default with
        respect
        to which the Swap Provider is a Defaulting Party, a Termination Event with
        respect to which the Swap Provider is the sole Affected Party or an Additional
        Termination Event with respect to which the Swap Provider is the sole Affected
        Party has occurred.

       

      “Swap
        Replacement Receipts”:
        As
        defined in Section 5.12(a).

       

      “Swap
        Replacement Receipts Account”:
        As
        defined in Section 5.12(a).

       

      “Swap
        Termination Payment”:
        Upon
        the designation of an “Early Termination Date” as defined in the Swap Agreement,
        the payment required to be made by the Supplemental Interest Trust to the
        Swap
        Provider, or by the Swap Provider to the Supplemental Interest Trust, as
        applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
        due on previous Swap Payment Dates and accrued interest thereon as provided
        in
        the Swap Agreement, as calculated by the Swap Provider and furnished to the
        Trustee.

       

      “Swap
        Termination Receipts”:
        As
        defined in Section 5.12(a).

       

      “Swap
        Termination Receipts Account”:
        As
        defined in Section 5.12(a).

       

      “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.

       

      “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 40.00% 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 sum
        of (a) the aggregate Stated Principal Balance of the Initial Mortgage Loans
        as
        of the Cut-off Date and (b) the Prefunded Amount, exceeds the applicable
        percentages set forth below with respect to such Distribution Date:

       

      
        	
                Distribution
                  Date Occurring In

              	
                Percentage

              
	 	 
	
                July
                  2009 - June 2010

              	
                0.20%
                  for the first month plus an additional 1/12th
                  of
                  0.25% for each month thereafter

              
	
                July
                  2010 - June 2011

              	
                0.45%
                  for the first month plus an additional 1/12th
                  of
                  0.30% for each month thereafter

              
	
                July
                  2011 - June 2012

              	
                0.75%
                  for the first month plus an additional 1/12th
                  of
                  0.35% for each month thereafter

              
	
                July
                  2012 - June 2013 

              	
                1.10%
                  for the first month plus an additional 1/12th
                  of
                  0.40% for each month thereafter

              
	
                July
                  2013 - June 2014 

              	
                1.50%
                  for the first month plus an additional 1/12th
                  of
                  0.15% for each month thereafter

              
	
                July
                  2014 and thereafter

              	
                1.65%

              


      

      


      “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 Prefunding Account, the Basis Risk Cap Account, the
        Basis
        Risk Cap Termination Account, the Basis Risk Cap Replacement Receipts Account
        and the Final Maturity Reserve Fund and (viii) 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”:
        Deutsche Bank National Trust Company, not in its individual capacity but
        solely
        as trustee, a national banking association, its successors in interest and
        assigns, or any successor trustee appointed as herein provided.

       

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

       

      “Underwriter’s
        Exemption”:
        Prohibited Transaction Exemption 90-59, as amended by Prohibited Transaction
        Exemption 2007-5 (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”:
        With
        respect to each Class of LIBOR 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 10% per annum.

       

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

       

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

       

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

       

      (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


       


      
        
          
          

        

        
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      (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 Certificates; provided,
        however,
        that
        when none of the Regular Certificates is outstanding, 100% of the voting
        rights
        shall be allocated to the Holder of the Class R Certificates. The voting
        rights
        allocated to a Class of Certificates shall be allocated among all Holders
        of
        such Class, pro
        rata,
        based
        on a fraction the numerator of which is the Certificate Principal Balance
        of
        each Certificate of such Class and the denominator of which is the Class
        Principal Balance of such Class; and provided,
        further,
        however,
        that
        any Certificate registered in the name of the Master Servicer, the Securities
        Administrator or the Trustee or any of its affiliates shall not be included
        in
        the calculation of Voting Rights. The Class C and Class P Certificates shall
        have no voting rights.

       

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

       

      SECTION
        1.02. Accounting.

       

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

       

       

      ARTICLE
        II

       

      CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      SECTION
        2.01. Conveyance
        of Mortgage Loans.

       

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

       


      
        
          
          

        

        
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      Concurrently
        with the execution of this Agreement, the Swap Agreement and the Basis Risk
        Cap
        Agreement shall be delivered to the Securities Administrator. In connection
        therewith, the Depositor hereby directs the Securities Administrator (solely
        in
        its capacity as such) and the Securities Administrator is hereby authorized
        to
        execute and deliver the Swap Agreement (on behalf of the Supplemental Interest
        Trust) and the Basis Risk Cap Agreement for the benefit of the
        Certificateholders. The Seller, the Securities Administrator, the Depositor
        and
        the Certificateholders (by their acceptance of such Certificates) acknowledge
        and agree that (i) the Securities Administrator is executing and delivering
        the
        Swap Agreement solely in its capacity as Securities Administrator of the
        Supplemental Interest Trust and the Trust Fund, and not in its individual
        capacity and (ii) the Securities Administrator is executing and delivering
        the
        Basis Risk Cap Agreement solely in its capacity as Securities Administrator
        of
        the Trust Fund, and not in its individual capacity. The Securities Administrator
        shall have no duty or responsibility to enter into any other swap agreement
        or
        any other basis risk cap agreement upon the expiration or termination of
        the
        Swap Agreement or the Basis Risk Cap Agreement.

       

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

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Mortgage Loan
        Purchase Agreement, including all rights of the Seller under the Servicing
        Agreement to the extent assigned in the Mortgage Loan Purchase Agreement.
        The
        Trustee hereby accepts such assignment, and shall be entitled to exercise
        all
        rights of the Depositor under the Mortgage Loan Purchase Agreement and all
        rights of the Seller under the Servicing Agreement as if, for such purpose,
        it
        were the Depositor or the Seller, as applicable, including the Seller’s right to
        enforce remedies for breaches of representations and warranties and delivery
        of
        the Mortgage 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.

       


      
        
          
          

        

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

       

      
        	 	
                (i)

              	
                the
                  original Mortgage Note, endorsed either on its face or by allonge
                  attached
                  thereto in blank or in the following form: “Pay to the order of Deutsche
                  Bank National Trust Company, as Trustee for HarborView Mortgage
                  Loan Trust
                  Mortgage Loan Pass-Through Certificates, Series 2007-5, 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 the Custodian on its behalf) 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;

              


      

       

      
        	 	
                (iii)

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

              


      

       

      
        	 	
                (iv)

              	
                in
                  the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                  an
                  original Assignment, in form and substance acceptable for recording.
                  The
                  Mortgage shall be assigned to “Deutsche Bank National Trust Company, as
                  Trustee for HarborView Mortgage Loan Trust Mortgage Loan Pass-Through
                  Certificates, Series 2007-5, without
                  recourse;”

              


      

       


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


      
        	 	
                (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, the Trustee and the Master Servicer),
        such actions as are necessary to cause the MERS®
        System
        to indicate that such Mortgage Loans have been assigned by the Seller to
        the
        Trustee in accordance with this Agreement (or any Subsequent Transfer Agreement)
        for the benefit of the Certificateholders by including (or deleting, in the
        case
        of Mortgage Loans that are repurchased in accordance with this Agreement)
        in
        such computer files the information required by the MERS®
        System
        to identify the series of the Certificates issued in connection with the
        transfer of such Mortgage Loans to the HarborView Mortgage Loan Trust 2007-5.
        Notwithstanding anything herein to the contrary, the Master Servicer and
        Securities Administrator are not responsible for monitoring any MERS Mortgage
        Loans.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      For
        (a)
        Initial Mortgage Loans (if any) that have been prepaid in full after the
        Initial
        Cut-off Date and prior to the Closing Date or (b) Subsequent Mortgage Loans
        (if
        any) that have been prepaid in full after the applicable Subsequent Cut-off
        Date
        and prior to the applicable Transfer Date, in lieu of the Seller delivering
        the
        above documents, the Servicer shall deliver to any NIMS Insurer and 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 (or to the Custodian on behalf
        of the Trustee) on behalf of the Trust Fund shall be held by the Master Servicer
        or the Servicer in trust for the Trustee, for the benefit of the Trust Fund
        and
        the Certificateholders.

       

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

       

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

       


      
        
          
          

        

        
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      Upon
        three Business Days’ prior written notice to the Trustee, the Master Servicer,
        the Securities Administrator, the Servicer and the Rating Agencies, on any
        Business Day designated by the Depositor during the Prefunding Period, the
        Depositor, the Seller, the Trustee and the Servicer shall complete, execute
        and
        deliver a Subsequent Transfer Agreement so long as no Rating Agency has provided
        notice that the execution and delivery of such Subsequent Transfer Agreement
        will result in a reduction or withdrawal of the ratings assigned to the
        Certificates on the Closing Date.

       

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

       

      
        	 	
                (i)

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

              


      

       

      
        	 	
                (ii)

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

              


      

       

      
        	 	
                (iii)

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

              


      

       

      
        	 	
                (iv)

              	
                the
                  execution and delivery of such Subsequent Transfer Agreement or
                  conveyance
                  of the related Subsequent Mortgage Loans does not result in a reduction
                  or
                  withdrawal of any ratings assigned to the Certificates on the Closing
                  Date
                  by the Rating Agencies;

              


      

       


      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      


      
        	 	
                (v)

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

              


      

       

      
        	 	
                (vi)

              	
                each
                  Subsequent Mortgage Loan may not have a final maturity date later
                  than
                  July 1, 2037;

              


      

       

      
        	 	
                (vii)

              	
                the
                  remaining term to stated maturity of each Subsequent Mortgage Loan
                  will
                  not exceed 30 years;

              


      

       

      
        	 	
                (viii)

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

              


      

       

      
        	 	
                (ix)

              	
                each
                  Subsequent Mortgage Loan will have a Stated Principal Balance not
                  greater
                  than $3,000,000;

              


      

       

      
        	 	
                (x)

              	
                each
                  Subsequent Mortgage Loan will have a first payment date no later
                  than
                  November 2007;

              


      

       

      
        	 	
                (xi)

              	
                each
                  Subsequent Mortgage Loan will be a fixed rate mortgage loan with
                  an
                  initial interest-only term not exceeding 10
                  years;

              


      

       

      
        	 	
                (xiii)

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

              


      

       

      
        	 	
                (xiv)

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

              


      

       

      
        	 	
                (xv)

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

              


      

       

      
        	 	
                (xvi)

              	
                each
                  Subsequent Mortgage Loan will have been originated by the Originator
                  generally in accordance with the underwriting guidelines used by
                  the
                  Originator in the origination of the Initial Mortgage
                  Loans;

              


      

       

      
        	 	
                (xvii)

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

              


      

       

      
        	 	
                (1)

              	
                a
                  weighted average margin of not less than 3.05% per
                  annum;

              


      

       

      
        	 	
                (2)

              	
                a
                  weighted average remaining term to stated maturity of no more than
                  360
                  months;

              


      

       

      
        	 	
                (3)

              	
                a
                  weighted average original LTV ratio of not more than
                  79.00%;

              


      

       

      
        	 	
                (4)

              	
                a
                  weighted average credit score of not less than 710;
                  and

              


      

       


      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      


      
        	 	
                (5)

              	
                no
                  more than 13.15% of the Mortgage Loans, by Cut-off Date Collateral
                  Balance, will relate to investor owned
                  properties.

              


      

       

      
        	 	
                (xviii)

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

              


      

       

      
        	 	
                (xix)

              	
                no
                  Event of Default shall have occurred
                  hereunder;

              


      

       

      
        	 	
                (xx)

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

              


      

       

      
        	 	
                (xxi)

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

              


      

       

      Notwithstanding
        the foregoing, the aggregate characteristics of the Subsequent Mortgage Loans
        at
        the end of the Prefunding Period shall be substantially the same as the
        aggregate characteristics of the Initial Mortgage Loans as of the Initial
        Cut-off Date.

       

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

       

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

       

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

       

       

      SECTION
        2.02. Acceptance
        by Trustee.

       

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

       


      
        
          
          

        

        
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      The
        Trustee (or the Custodian on its behalf) further agrees, for the benefit
        of the
        Certificateholders, to review each Mortgage File delivered to it and to certify
        and deliver to the Depositor, the Seller, any NIMS Insurer and each Rating
        Agency an interim certification in substantially the form attached hereto
        as
        Exhibit G-2, within 90 days after the Closing Date (or, with respect to any
        document delivered after the Startup Day, within 45 days of receipt and with
        respect to any Qualified Substitute Mortgage, within five Business Days after
        the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage
        Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage
        Loan
        specifically identified in the exception report annexed thereto as not being
        covered by such certification), (i) all documents required to be delivered
        by it pursuant to Section 2.01 of this Agreement are in its possession,
        (ii) such documents have been reviewed by it and have not been mutilated,
        damaged or torn and relate to such Mortgage Loan and (iii) based on its
        examination and only as to the foregoing, the information set forth in the
        Mortgage Loan Schedule that corresponds to items (i), (ii) and (xv) of the
        Mortgage Loan Schedule accurately reflects information set forth in the Mortgage
        File. It is herein acknowledged that, in conducting such review, the Trustee
        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 its
        behalf) 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
        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 in such Mortgage Loan, the party discovering such
        breach shall give prompt written notice to the other parties to this
        Agreement.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

       

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

       

      (a) Upon
        its
        discovery 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 related 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, any party hereto shall
        promptly provide written notice to each other party hereto and the Securities
        Administrator 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. 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 use commercially reasonable
        efforts to enforce the Originator’s obligations under the related Purchase
        Agreement; provided
        that,
        the
        Depositor hereby agrees to direct and assist the Trustee in enforcing any
        obligations of the Originator. 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.

       


      
        
          
          

        

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

       

      (c) The
        Purchase Price or Repurchase Price (as defined in the related Purchase
        Agreement) for a Mortgage Loan purchased or repurchased under this Section
        2.03
        or such other amount due shall be deposited in the Distribution Account on
        or
        prior to the next Determination Date after the Seller’s or the Originator’s
        obligation to repurchase such Mortgage Loan arises. The Trustee, upon receipt
        of
        written certification from the Seller or the Originator of the related deposit
        in the Distribution Account, shall 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(e) 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, 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.

       

      (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, the Trustee
        and
        the Master Servicer), such actions as are necessary either (i) cause MERS
        to
        execute and deliver an Assignment of Mortgage in recordable form to transfer
        the
        Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
        from registration on the MERS® System in accordance with MERS’ rules and
        regulations or (ii) cause MERS to designate on the MERS® System the Seller or
        its designee as the beneficial holder of such Mortgage Loan. In order to
        facilitate the discovery 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 related 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, the
        Depositor shall have the right to request from the Originator on behalf of
        the
        Trust Fund, a copy of the Mortgage File (including any documents related
        thereto, such as payment histories, collection screens and payoff amounts),
        or
        if any portion of copy of such Mortgage File is being held by the Servicer
        or
        the Custodian, from the Servicer or the Custodian, as applicable, and the
        Originator, Servicer or Custodian are hereby authorized to deliver such file
        to
        the Depositor.

       


      
        
          
          

        

        
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      (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
        and the Master Servicer a certification substantially in the form of Exhibit
        G-3
        hereto with respect to such Qualified Substitute Mortgage Loan or Loans,
        with
        any exceptions noted thereon. Monthly Payments due with respect to Qualified
        Substitute Mortgage Loans in the month of substitution are not part of the
        Trust
        Fund and will be retained by the Seller. For the month of substitution,
        distributions to Certificateholders will reflect the collections and recoveries
        in respect of such Deleted Mortgage Loan in the Due Period preceding the
        month
        of substitution and the Depositor or the Seller, as the case may be, shall
        thereafter be entitled to retain all amounts subsequently received in respect
        of
        such Deleted Mortgage Loan. The Seller shall give or cause to be given written
        notice to the Certificateholders that such substitution has taken place,
        shall
        amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage
        Loan from the terms of this Agreement and the substitution of the Qualified
        Substitute Mortgage Loan or Loans and shall deliver a copy of such amended
        Mortgage Loan Schedule to the Trustee, the Master Servicer and the Securities
        Administrator. Upon such substitution, such Qualified Substitute Mortgage
        Loan
        or Loans shall constitute part of the Trust Fund and shall be subject in
        all
        respects to the terms of this Agreement and, in the case of a substitution
        effected by the Seller, the Mortgage Loan Purchase Agreement, including,
        in the
        case of a substitution effected by the Seller all representations and warranties
        thereof included in the Mortgage Loan Purchase Agreement and all representations
        and warranties thereof set forth in Section 2.04 hereof, in each case as
        of the
        date of substitution.

       

      For
        any
        month in which the Seller substitutes one or more Qualified Substitute Mortgage
        Loans for one or more Deleted Mortgage Loans, the Seller shall determine,
        and
        provide written certification to the Trustee and the Seller as to, the amount
        (each, a “Substitution
        Adjustment”),
        if
        any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
        exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
        of
        the principal balance thereof as of the date of substitution, together with
        one
        month’s interest on such principal balance at the applicable Net Loan Rate. On
        or prior to the next Determination Date after the Seller’s obligation to
        repurchase the related Deleted Mortgage Loan arises, the Seller will deliver
        or
        cause to be delivered to the Securities Administrator for deposit in the
        Distribution Account an amount equal to the related Substitution Adjustment,
        if
        any, and the 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.

       


      
        
          
          

        

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

       

      (h) Upon
        discovery by the Seller, the Master Servicer, the Depositor or the Trustee
        that
        any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
        of Section 860G(a)(3) of the Code, the party discovering such fact shall
        within
        two Business Days give written notice thereof to the other parties. In
        connection therewith, the Seller shall repurchase or, subject to the limitations
        set forth in Section 2.03(e), 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.

       

      (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 applicable Originator under the applicable 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, the Securities Administrator
        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 Securities
        Administrator, the Securities Administrator shall then request that the Seller
        cure such breach or repurchase such Mortgage Loans.

       


      
        
          
          

        

        
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      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 as of the Closing Date with respect to
        the
        Initial Mortgage Loans and as of the applicable Subsequent Transfer Date
        with
        respect to any Subsequent Mortgage Loan:

       

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

       

      (ii) No
        Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
        Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an annual
        percentage rate (“APR”) or total points and fees that are equal to or exceeds
        the HOEPA thresholds (as defined in 12 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 related Purchase Agreement that is made as
        of the
        related Closing Date (as defined in the related Purchase Agreement), to the
        Seller’s knowledge, no event has occurred since the related Closing Date (as
        defined in the related Purchase Agreement) that would render such
        representations and warranties to be untrue in any material respect as of
        the
        Closing Date; and

       

      (iv) Each
        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 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 Master Servicer
        or the Trustee that the substance of such representation and warranty is
        inaccurate and such inaccuracy materially and adversely affects the value
        of the
        related Mortgage Loan or the interest therein of the Certificateholders 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 notwithstanding
        any
        restrictive or qualified endorsement or assignment. Upon discovery by any
        of the
        Depositor, the Seller, the Master Servicer or the Trustee of a breach of
        any of
        the foregoing representations and warranties which materially and adversely
        affects the value of any Mortgage Loan or the interests therein of the
        Certificateholders, the party discovering such breach shall give prompt written
        notice to the other parties, and in no event later than two Business Days
        from
        the date of such discovery. It is understood and agreed that the obligations
        of
        the Seller set forth in Section 2.03(a) hereof to cure, substitute for or
        repurchase (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.

       


      
        
          
          

        

        
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      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 and
        the
        Trustee on behalf of the Certificateholders as follows:

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

       

      SECTION
        2.07. Issuance
        of Certificates.

       

      The
        Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
        to it 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 Securities Administrator, pursuant to the written request of
        the
        Depositor executed by an officer of the Depositor, has caused to be executed,
        authenticated and delivered to or upon the order of the Depositor, the
        Certificates in authorized denominations. The interests evidenced by the
        Certificates constitute the entire beneficial ownership interest in the Trust
        Fund.

       


      
        
          
          

        

        
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      SECTION
        2.08. Representations
        and Warranties of the Seller.

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      SECTION
        2.09. Covenants
        of the Seller. 

       

      The
        Seller hereby covenants that, except for the transfer hereunder, the Seller
        will
        not sell, pledge, assign or transfer to any other Person, or grant, create,
        incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
        therein; the Seller will notify the Trustee, as assignee of the Depositor
        and
        the Master Servicer of the existence of any lien on any Mortgage Loan
        immediately upon discovery thereof, and the Seller will defend the right,
        title
        and interest of the Trustee, as assignee of the Depositor, in, to and under
        the
        Mortgage Loans, against all claims of third parties claiming through or under
        the Seller; provided,
        however,
        that
        nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller
        from suffering to exist upon any of the Mortgage Loans any liens for municipal
        or other local taxes and other governmental charges if such taxes or
        governmental charges shall not at the time be due and payable or if the Seller
        shall currently be contesting the validity thereof in good faith by appropriate
        proceedings and shall have set aside on its books adequate reserves with
        respect
        thereto. The Seller shall, within 30 days after the Closing Date, provide
        the
        Master Servicer, the Securities Administrator, the Trustee, the Servicer
        and the
        Depositor a complete list of each party to the HarborView Mortgage Loan Trust
        2007-5 transaction.

       


      
        
          
          

        

        
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      ARTICLE
        III

       

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

       

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

       

      SECTION
        3.02. REMIC-Related
        Covenants.

       

      For
        as
        long as each REMIC created hereunder shall exist, the Trustee and the Securities
        Administrator shall act in accordance herewith to treat each such REMIC as
        a
        REMIC, and the Trustee and the Securities Administrator shall comply with
        any
        directions of the Depositor, the Servicer or the Master Servicer to assure
        such
        continuing treatment. In particular, the Trustee, the Securities Administrator
        and the Master Servicer shall not (a) sell or knowingly permit the sale of
        all
        or any portion of the Mortgage Loans or of any investment of deposits in
        an
        Account unless such sale is as a result of a repurchase of the Mortgage Loans
        or
        is otherwise permitted pursuant to this Agreement or any 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 any Servicing Agreement, as applicable,
        accept any contribution to any REMIC after the Startup Day without receipt
        of a
        REMIC Opinion.

       


      
        
          
          

        

        
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      SECTION
        3.03. Monitoring
        of Servicer.

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      SECTION
        3.04. Fidelity
        Bond.

       

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

       

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

       

      SECTION
        3.05. Power
        to Act; Procedures.

       

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

       


      
        
          
          

        

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

       

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

       


      
        
          
          

        

        
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      SECTION
        3.07. Release
        of Mortgage Files.

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

      SECTION
        3.09. Standard
        Hazard Insurance and Flood Insurance Policies.

       

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

       

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

       


      
        
          
          

        

        
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      SECTION
        3.10. Presentment
        of Claims and Collection of Proceeds.

       

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

       

      SECTION
        3.11. Maintenance
        of the Primary Insurance Policies.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      SECTION
        3.13. Realization
        Upon Defaulted Mortgage Loans.

       

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

       

      SECTION
        3.14. Additional
        Compensation to the Master Servicer. 

       

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

       

      SECTION
        3.15. REO
        Property.

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      SECTION
        3.16. Assessments
        of Compliance and Attestation Reports.

       

      (a) Assessments
        of Compliance.

       

      (i) By
        March
        10 (with a 5 calendar day cure period) of each year, commencing in March
        2008,
        the Master Servicer, the Securities Administrator and the Trustee, in its
        capacity as Custodian, each at its own expense, shall furnish, and each such
        party shall cause any Servicing Function Participant engaged by it to furnish
        or
        otherwise make available, each at its own expense, to the Securities
        Administrator and the Depositor (provided
        that the
        Master Servicer shall furnish copies of each such report received by it from
        the
        Servicer to the Depositor), a report on an assessment of compliance with
        the
        Relevant Servicing Criteria that contains (A) a statement by such party of
        its
        responsibility for assessing compliance with the Relevant Servicing Criteria,
        (B) a statement that such party used the Servicing Criteria to assess compliance
        with the Relevant Servicing Criteria, (C) such party’s assessment of compliance
        with the Relevant Servicing Criteria as of and for the fiscal year covered
        by
        the Form 10-K required to be filed pursuant to Section 3.20(b) and for each
        fiscal year thereafter, whether or not a Form 10-K is required to be filed,
        including, if there has been any material instance of noncompliance with
        the
        Relevant Servicing Criteria, a discussion of each such failure and the nature
        and status thereof, and (D) a statement that a registered public accounting
        firm
        has issued an attestation report on such party’s assessment of compliance with
        the Relevant Servicing Criteria as of and for such period. 


      
        
          
          

        

        
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      (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 Master Servicer and the Trustee, in its capacity
        as
        Custodian, shall each forward to the Securities Administrator and the Depositor
        the name of each Servicing Function Participant engaged by it and what Relevant
        Servicing Criteria will be addressed in the report on assessment of compliance
        prepared by such Servicing Function Participant (provided,
        however,
        that
        the Master Servicer need not provide such information to the Securities
        Administrator so long as the Master Servicer and Securities Administrator
        are
        the same Person). When the Master Servicer, the Trustee, in its capacity
        as
        Custodian, and the Securities Administrator (or any Servicing Function
        Participant engaged by them) submit their assessments to the Securities
        Administrator, such parties will also at such time include the assessment
        (and
        attestation pursuant to subsection (b) of this Section 3.16) of each Servicing
        Function Participant engaged by it.

      


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

      


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

      


      (v) In
        the
        event the Master Servicer, the Securities Administrator, the Trustee, in
        its
        capacity as Custodian, or any Servicing Function Participant engaged by such
        party is terminated, assigns its rights and obligations under or resigns
        pursuant to the terms of this Agreement, or any other applicable agreement,
        as
        the case may be, such party shall provide a report on assessment of compliance
        pursuant to this Section 3.16(a) or to such other applicable agreement 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 Master Servicer, the Securities Administrator and the Trustee, in its
        capacity as Custodian, each at its own expense, shall cause, and each such
        party
        shall cause any Servicing Function Participant engaged by it to cause, each
        at
        its own expense, a registered public accounting firm (which may also render
        other services to the Master Servicer and the Trustee, in its capacity as
        Custodian, the Securities Administrator, or such other Servicing Function
        Participants, as the case may be) and that is a member of the American Institute
        of Certified Public Accountants to furnish a report to the Securities
        Administrator and the Depositor, to the effect that (i) it has obtained a
        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. 


      
        
          
          

        

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

      


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

      


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

      


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

      



      
        
          
          

        

        
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      SECTION
        3.17. Annual
        Compliance Statement.

       

      The
        Master Servicer and the Securities Administrator shall deliver (and the Master
        Servicer and Securities Administrator shall cause any Servicing Function
        Participant engaged by it to deliver) to the Depositor and the Securities
        Administrator on or before March 10 (with a 5 calendar day cure period) of
        each
        year, commencing in March 2008, an Officer’s Certificate stating, as to the
        signer thereof, that (A) a review of such party’s activities during the
        preceding calendar year or portion thereof and of such party’s performance under
        this Agreement, or such other applicable agreement in the case of a Servicing
        Function Participant, has been made under such officer’s supervision and (B) to
        the best of such officer’s knowledge, based on such review, such party has
        fulfilled all its obligations under this Agreement, or such other applicable
        agreement in the case of a Servicing Function Participant, in all material
        respects throughout such year or portion thereof, or, if there has been a
        failure to fulfill any such obligation in any material respect, specifying
        each
        such failure known to such officer and the nature and status
        thereof.

       

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

       

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

       

      SECTION
        3.18. 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
        Securities Administrator within the time specified in the Servicing Agreement,
        the Securities Administrator 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 Securities Administrator 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
        3.19. 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 Securities Administrator
        and
        the Master Servicer shall provide, and each such party shall cause any Servicing
        Function Participant engaged by it to provide, to the Person who signs the
        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 hereto 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 Master Servicer in charge of the
        master
        servicing function shall serve as the Certifying Person on behalf of the
        Trust
        Fund. Such officer of the Certifying Person can be contacted by e-mail at
        cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. 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
        3.19
        with respect to the period of time it was subject to this Agreement or any
        applicable subservicing agreement, as the case may be. Notwithstanding the
        foregoing, (i) the Master Servicer and the Securities Administrator shall
        not be
        required to deliver a Back-Up Certification to each other if both are the
        same
        Person and the Master Servicer is the Certifying Person and (ii) the Master
        Servicer shall not be obligated to sign the Sarbanes-Oxley Certification
        in the
        event that it does not receive any Back-Up Certification required to be
        furnished to it pursuant to this section or any Servicing
        Agreement.

       


      
        
          
          

        

        
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      SECTION
        3.20. Reports
        Filed with Securities and Exchange Commission.

       

      The
        Securities Administrator 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. 

       

      (i) Within
        15
        days after each Distribution Date (subject to permitted extensions under
        the
        Exchange Act), the Securities Administrator 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 Securities Administrator shall file
        each
        Form 10-D with a copy of the related Distribution Date Statement attached
        thereto. 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 O to the Securities
        Administrator and Depositor and directed and approved by the Depositor pursuant
        to the following paragraph and the Securities Administrator 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 2007-5 transaction
        shall be required to provide to the Securities Administrator, 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
        Securities Administrator 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 T 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 Securities
        Administrator in connection with including any Additional Form 10-D Disclosure
        in Form 10-D pursuant to this paragraph.

       


      
        
          
          

        

        
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      (iii) After
        preparing the Form 10-D, the Securities Administrator 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), the
        Depositor shall notify the Securities Administrator in writing of any changes
        to
        or approval of such Form 10-D. In the absence of receipt of any written changes
        or approval, the Securities Administrator shall be entitled to assume that
        such
        Form 10-D is in final form and the Securities Administrator may proceed with
        the
        execution and filing of Form 10-D. A duly authorized representative of the
        Master Servicer shall sign each 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 Securities
        Administrator will follow the procedures set forth in subsection (d)(ii)
        of this
        Section 3.20. Promptly (but no later than 1 Business Day) after filing with
        the
        Commission, the Securities Administrator will make available on its internet
        website a final executed copy of each Form 10-D filed by the Securities
        Administrator. Each party to this Agreement acknowledges that the performance
        by
        the Master Servicer and the Securities Administrator of their respective
        duties
        under this Section 3.20(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
        3.20(a). Neither the Master Servicer nor the Securities Administrator shall
        have
        any 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
        10-D, where such failure results from the Securities Administrator’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 Securities Administrator, not resulting from its own negligence, bad
        faith
        or willful misconduct.

       

      (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 Securities Administrator 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 Securities Administrator 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 Securities Administrator shall be entitled to rely on such representations
        in preparing, executing and/or filing any such report.

       


      
        
          
          

        

        
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      (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 Securities Administrator 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 Securities Administrator
        within the applicable time frames set forth in this Agreement and the Servicing
        Agreement, (i) an annual compliance statement for the Servicer, the Master
        Servicer, the Securities Administrator and any Servicing Function Participant
        engaged by such parties (each, with the Custodian, a “Reporting
        Servicer”)
        as
        described under Section 3.17 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 3.16(a), and (B) if any Reporting
        Servicer’s report on assessment of compliance with servicing criteria described
        under Section 3.16(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 3.16(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 3.16(b), and
        (B)
        if any registered public accounting firm attestation report described under
        Section 3.16(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 3.19; provided,
        however,
        that
        the Securities Administrator, at its 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 Securities Administrator and directed and approved by the Depositor pursuant
        to the following paragraph and the Securities Administrator 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.

      


      (ii) As
        set
        forth on Exhibit S 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 2007-5 transaction shall be required to provide to the
        Securities Administrator 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 Securities Administrator 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 Securities
        Administrator in connection with including any Additional Form 10-K Disclosure
        in Form 10-K pursuant to this paragraph.


      
        
          
          

        

        
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      (iii) After
        preparing the Form 10-K, the Securities Administrator 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,
        the
        Depositor shall notify the Securities Administrator in writing of any changes
        to
        or approval of such Form 10-K. In the absence of receipt of any written changes
        or approval, the Securities Administrator shall be entitled to assume that
        such
        Form 10-K is in final form and the Securities Administrator may proceed with
        the
        execution and filing of the Form 10-K. A senior officer of the Master Servicer
        in charge of the master servicing function shall sign each 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 Securities Administrator will follow the procedures set forth
        in
        subsection (d)(ii) of this Section 3.20. Promptly (but no later than 1 Business
        Day) after filing with the Commission, the Securities Administrator will
        make
        available on its internet website a final executed copy of each Form 10-K
        filed
        by the Securities Administrator. The parties to this Agreement acknowledge
        that
        the performance by the Master Servicer and the Securities Administrator of
        its
        duties under this Section 3.20(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 3.20(b), Section 3.19, Section
        3.17, Section 3.16(a) and Section 3.16(b). Neither the Master Servicer nor
        the
        Securities Administrator 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
        Securities Administrator’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 Securities Administrator
        not resulting from its own negligence, bad faith or willful
        misconduct.

      


      (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.” At the date of the filing of each
        report on Form 10-K with respect to the Trust Fund, the Depositor shall be
        deemed to represent to the Securities Administrator 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 Securities Administrator 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 Securities Administrator shall be entitled to
        rely on such representations in preparing, executing and/or filing any such
        report.


      
        
          
          

        

        
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      (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 Securities Administrator 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 Securities Administrator and directed and approved by the Depositor pursuant
        to the following paragraph and the Securities Administrator 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 New York City time
        on
        the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
        to the HarborView Mortgage Loan Trust 2007-5 transaction shall be required
        to
        provide to the Securities Administrator 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 Securities Administrator and such party, the
        form
        and substance of any Form 8-K Disclosure Information in the form of Exhibit
        T
        hereto, 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 Form 8-K Disclosure Information. The Seller
        will be responsible for any reasonable fees and expenses assessed or incurred
        by
        the Securities Administrator 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 Securities Administrator shall forward
        electronically a copy of the Form 8-K to the Depositor 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, the
        Depositor shall notify the Securities Administrator in writing of any change
        to
        or approval of such Form 8-K. In the absence of receipt of any written changes
        or approval, the Securities Administrator shall be entitled to assume that
        such
        Form 8-K is in final form and the Securities Administrator may proceed with
        the
        execution and filing of the Form 8-K. A duly authorized representative of
        the
        Master Servicer shall sign each 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 Securities
        Administrator will follow the procedures set forth in subsection (d)(ii)
        of this
        Section 3.20. Promptly (but no later than 1 Business Day) after filing with
        the
        Commission, the Securities Administrator will, make available on its internet
        website a final executed copy of each Form 8-K filed by the Securities
        Administrator. The parties to this Agreement acknowledge that the performance
        by
        the Master Servicer and the Securities Administrator of their respective
        duties
        under this Section 3.20(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
        3.20(c). Neither the Securities Administrator nor the Master Servicer shall
        have
        any 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 Securities Administrator’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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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
        the
        Securities Administrator 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
        Securities Administrator 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-K/A,
        10-D/A
        or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or
        10-K
        shall be signed by a duly authorized representative of the Master Servicer.
        Any
        Form 10-K amendment shall be signed by a senior officer of the Master Servicer
        in charge of the master servicing function. The parties to this Agreement
        acknowledge that the performance by the Master Servicer and the Securities
        Administrator of their respective duties under this Section 3.20(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. Neither the Master Servicer nor
        the
        Securities Administrator shall have any liability for any loss, expense,
        damage,
        claim arising out of or with respect to any failure to properly prepare,
        execute
        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 Securities Administrator’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 Securities Administrator 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 Securities
        Administrator shall sign the Securities Administrator Certification (in the
        form
        attached hereto as Exhibit S) for the benefit of the Depositor and its officers,
        directors and affiliates.

       

      Any
        notice or notification required to be delivered by the Securities Administrator
        to the Depositor pursuant to this Section 3.20 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 Securities Administrator
        to
        McKee Nelson LLP pursuant to this Section 3.20, may be delivered via e-mail
        to
        RBSGC@mckeenelson.com.

       

      SECTION
        3.21. Additional
        Information.

       

      Each
        of
        the parties agrees to provide to the Securities Administrator such additional
        information related to such party as the Securities Administrator 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
        3.22. Intention
        of the Parties and Interpretation.

       

      Each
        of
        the parties acknowledges and agrees that the purpose of Section 3.16 through
        Section 3.23 of this Agreement is to facilitate compliance by the Securities
        Administrator 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 Securities Administrator
        or the Depositor for delivery of such additional or different information
        as the
        Securities Administrator 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
        3.23. Indemnification.
        

       

      Each
        party required to deliver an assessment of compliance and attestation report
        pursuant to Section 3.16 or any additional disclosure pursuant to Section
        3.20
        and including the Depositor, the Master Servicer, the Securities Administrator,
        the Trustee in its capacity as Custodian and any Servicing Function Participant
        engaged by such party, respectively (each, an “Item
        1122 Responsible Party”),
        shall
        indemnify and hold harmless the Securities Administrator, the Master Servicer
        and the Depositor, respectively, and each of their directors, officers,
        employees, agents, and affiliates from and against any and all claims, losses,
        damages, penalties, fines, forfeitures, reasonable legal fees and related
        costs,
        judgments and other costs and expenses arising out of or based upon (a) any
        breach by such Item 1122 Responsible Party of any of its obligations hereunder
        relating to its obligations as an Item 1122 Responsible Party, including
        particularly its obligations to provide any assessment of compliance,
        attestation report or compliance statement required under Section 3.16(a),
        3.16(b) or 3.17, respectively, or any information, data or materials required
        to
        be included in any Exchange Act report, (b) any material misstatement or
        omission in (x) any compliance certificate delivered by it, or by any Servicing
        Function Participant engaged by it, pursuant to this Agreement, (y) any
        assessment or (except in the case of the Trustee, in its capacity as the
        Custodian) attestation delivered by or on behalf of it, or by any Servicing
        Function Participant engaged by it, pursuant to this Agreement, or (z) any
        Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
        8-K
        Disclosure Information concerning such party and provided by it, or (c) the
        negligence, bad faith or willful misconduct of such Item 1122 Responsible
        Party
        in connection with its performance hereunder relating to its obligations
        as an
        Item 1122 Responsible Party. If the indemnification provided for herein is
        unavailable or insufficient to hold harmless the Master Servicer, the Securities
        Administrator, the Depositor or the Seller, as the case may be, then each
        Item
        1122 Responsible Party agrees that it shall contribute to the amount paid
        or
        payable by the Securities Administrator, the Master Servicer and the Depositor,
        as applicable, as a result of any claims, losses, damages or liabilities
        incurred by the Securities Administrator, the Master Servicer or the Depositor
        in such proportion as is appropriate to reflect the relative fault of the
        Securities Administrator, the Master Servicer or the Depositor on the one
        hand
        and such Item 1122 Responsible Party on the other. This indemnification shall
        survive the termination of this Agreement or the termination of any party
        to
        this Agreement.

       

      SECTION
        3.24. [Reserved]

       

      SECTION
        3.25. [Reserved]

       

      SECTION
        3.26. [Reserved]

       

      SECTION
        3.27. [Reserved]

       

      SECTION
        3.28. Closing
        Opinion of Counsel.

       

      On
        or
        before the Closing Date, the Master Servicer shall cause to be delivered
        to the
        Depositor, the Seller, the Trustee 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
        Master Servicer and the enforceability thereof. 

       


      
        
          
          

        

        
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      SECTION
        3.29. [Reserved]

       

      SECTION
        3.30. Merger
        or Consolidation of the Master Servicer.

       

      (a) The
        Master Servicer will keep in full force and effect its existence, rights
        and
        franchises as a national banking association under the laws of the jurisdiction
        of its incorporation, and will obtain and preserve its qualification to do
        business as a foreign corporation in each jurisdiction in which such
        qualification is or shall be necessary to protect the validity and
        enforceability of this Agreement, the Certificates or any of the Mortgage
        Loans
        and to perform its duties under this Agreement.

       

      (b) Any
        Person into which the Master Servicer may be merged or consolidated, or any
        corporation resulting from any merger or consolidation to which the Master
        Servicer shall be a party, or any Person succeeding to the business of the
        Master Servicer, shall be the successor of the Master Servicer hereunder,
        without the execution or filing of any paper or further act on the part of
        any
        of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      SECTION
        3.31. Indemnification
        of the Trustee, the Master Servicer and the Securities
        Administrator.

       

      (a) In
        addition to any indemnity required pursuant to Section 3.23 hereof, the Master
        Servicer agrees to indemnify the Indemnified Persons for, and to hold them
        harmless against, any loss, liability or expense (except as otherwise provided
        herein with respect to expenses) (including reasonable legal fees and
        disbursements of counsel) incurred on their part that may be sustained in
        connection with, arising out of, or relating to this Agreement or the
        Certificates (i) related to the Master Servicer’s failure to perform its duties
        in compliance with this Agreement (except as any such loss, liability or
        expense
        shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
        by
        reason of the Master Servicer’s willful misfeasance, bad faith or gross
        negligence in the performance of duties hereunder or by reason of reckless
        disregard of obligations and duties hereunder, provided,
        in each
        case, that with respect to any such claim or legal action (or pending or
        threatened claim or legal action), an Indemnified Person shall have given
        the
        Master Servicer, any NIMS Insurer and the Depositor written notice thereof
        promptly after such Indemnified Person shall have with respect to such claim
        or
        legal action knowledge thereof. The Indemnified Person’s failure to give such
        notice shall not affect the Indemnified Person’s right to indemnification
        hereunder. This indemnity shall survive the resignation or removal of the
        Trustee, the Master Servicer or the Securities Administrator and the termination
        of this Agreement.

       

      (b) The
        Trust
        Fund will indemnify any Indemnified Person for any loss, liability or expense
        of
        any Indemnified Person not otherwise indemnified by the Master Servicer as
        referred to in Subsection (a) above or Subsection (c) below.

       


      
        
          
          

        

        
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      (c) In
        addition to any indemnity required pursuant to Section 3.23 hereof, the
        Securities Administrator agrees to indemnify the Indemnified Persons (other
        than
        the Securities Administrator) for, and to hold them harmless against, any
        loss,
        liability or expense (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 Securities Administrator’s failure to file any Exchange Act report which the
        Securities Administrator is responsible for filing in accordance with Section
        3.20, (ii) by reason of the Securities Administrator’s negligence or willful
        misconduct in the performance of such obligations pursuant to Section 3.20
        or
        (iii) by reason of the Securities Administrator’s reckless disregard of such
        obligations pursuant to Section 3.20, provided,
        in each
        case, that with respect to any such claim or legal action (or pending or
        threatened claim or legal action), an Indemnified Person shall have given
        the
        Securities Administrator and the NIMS Insurer written notice thereof promptly
        after such Indemnified Person shall have with respect to such claim or legal
        action knowledge thereof. The Indemnified Person’s failure to give such notice
        shall not affect the Indemnified Person’s right to indemnification hereunder.
        This indemnity shall survive the resignation or removal of the Trustee, the
        Master Servicer or the Securities Administrator and the termination of this
        Agreement.

       

      SECTION
        3.32. Limitations
        on Liability of the Master Servicer and Others; Indemnification of Trustee
        and
        Others.

       

      Subject
        to the obligation of the Master Servicer to indemnify the Indemnified Persons
        pursuant to Section 3.31:

       

      (a) The
        Master Servicer has undertaken to perform only such duties as are specifically
        set forth in this Agreement. Neither the Master Servicer nor any of the
        directors, officers, employees or agents of the Master Servicer shall be
        under
        any liability to the Indemnified Persons, the Depositor, the Trust Fund or
        the
        Certificateholders for taking any action or for refraining from taking any
        action in good faith pursuant to this Agreement, or for errors in judgment;
        provided,
        however,
        that
        this provision shall not protect the Master Servicer or any such Person against
        any breach of warranties or representations made herein or any liability
        which
        would otherwise be imposed by reason of such Person’s willful misfeasance, bad
        faith or gross negligence in the performance of duties or by reason of reckless
        disregard of obligations and duties hereunder.

       

      (b) The
        Master Servicer and any director, officer, employee or agent of the Master
        Servicer may rely in good faith on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising
        hereunder.

       

      (c) The
        Master Servicer, the Trustee (in its individual corporate capacity and as
        Trustee), the Custodian (including for such purpose, the Trustee acting in
        its
        capacity as the Custodian) and any director, officer, employee or agent of
        the
        Master Servicer, the Trustee or the Custodian shall be indemnified by the
        Trust
        Fund and held harmless thereby against any loss, liability or expense (except
        as
        otherwise provided herein with respect to expenses) (including reasonable
        legal
        fees and disbursements of counsel) incurred on their part that may be sustained
        in connection with, arising out of, or relating to, this Agreement, the
        Certificates or the Servicing Agreement or the transactions contemplated
        hereby
        or thereby (except, with respect to the Master Servicer, to the extent that
        the
        Master Servicer is indemnified by the Servicer thereunder), other than (i)
        with
        respect to the Master Servicer only, any such loss, liability or expense
        related
        to the Master Servicer’s failure to perform its duties in compliance with this
        Agreement or (ii) with respect to the Master Servicer or Custodian only,
        any
        such loss, liability or expense incurred by reason of the Master Servicer’s or
        the Custodian’s willful misfeasance, bad faith or gross negligence in the
        performance of its own duties hereunder or by reason of reckless disregard
        of
        its own obligations and duties hereunder or under a custodial
        agreement.

       


      
        
          
          

        

        
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      (d) The
        Master Servicer shall not be under any obligation to appear in, prosecute
        or
        defend any legal action that is not incidental to its duties under this
        Agreement and that in its opinion may involve it in any expense or liability;
        provided,
        however,
        the
        Master Servicer may in its discretion, undertake any such action which it
        may
        deem necessary or desirable with respect to this Agreement and the rights
        and
        duties of the parties hereto and the interests of the Trust Fund and the
        Certificateholders hereunder. In such event, the legal expenses and costs
        of
        such action and any liability resulting therefrom shall be expenses, costs
        and
        liabilities of the Trust Fund, and the Master Servicer shall be entitled
        to be
        reimbursed therefor out of the Distribution Account as provided by Section
        4.03.
        Nothing in this Subsection 3.32(d) shall affect the Master Servicer’s obligation
        to supervise, or to take such actions as are necessary to enforce, the servicing
        and administration of the Mortgage Loans pursuant to Sections 3.01 and
        3.03.

       

      (e) In
        taking
        or recommending any course of action pursuant to this Agreement, unless
        specifically required to do so pursuant to this Agreement, the Master Servicer
        shall not be required to investigate or make recommendations concerning
        potential liabilities which the Trust Fund might incur as a result of such
        course of action by reason of the condition of the Mortgaged Properties but
        shall give notice to the Trustee if it has notice of such potential
        liabilities.

       

      (f) The
        Master Servicer shall not be liable for any acts or omissions of the Servicer,
        except as otherwise expressly provided herein.

       

      SECTION
        3.33. Master
        Servicer Not to Resign. 

       

      Except
        as
        provided in Section 3.35, the Master Servicer shall not resign from the
        obligations and duties hereby imposed on it except upon a determination that
        any
        such duties hereunder are no longer permissible under applicable law and
        such
        impermissibility cannot be cured. Any such determination permitting the
        resignation of the Master Servicer shall be evidenced by an Independent Opinion
        of Counsel (delivered at the expense of the Master Servicer) to such effect
        delivered to the Trustee and any NIMS Insurer. No such resignation by the
        Master
        Servicer shall become effective until the Trustee or a successor to the Master
        Servicer reasonably satisfactory to the Trustee and any NIMS Insurer shall
        have
        assumed the responsibilities and obligations of the Master Servicer in
        accordance with Section 7.02 hereof. The Trustee shall notify each Rating
        Agency
        and any NIMS Insurer of the resignation of the Master Servicer.

       

      If,
        at
        any time, Wells Fargo Bank, N.A., as Master Servicer resigns under this Section
        3.33, or sells or assigns its rights and obligations under Section 3.31,
        or is
        removed as Master Servicer pursuant to Section 7.01, then at such time Wells
        Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as
        Securities Administrator, Paying Agent and Certificate Registrar under this
        Agreement. No such resignation by Wells Fargo Bank, N.A. as Securities
        Administrator, Paying Agent or Certificate Registrar under this Agreement
        shall
        become effective until a successor Securities Administrator, successor
        Administrator, successor Paying Agent and successor Certificate Registrar
        reasonably satisfactory to the Depositor shall have assumed the responsibilities
        and obligations of the Securities Administrator, Paying Agent and Certificate
        Registrar in accordance with this Agreement. The Securities Administrator
        shall
        notify each Rating Agency of the resignation of Wells Fargo Bank, N.A. as
        the
        Securities Administrator, Paying Agent and Certificate Registrar. 

       


      
        
          
          

        

        
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      SECTION
        3.34. Successor
        Master Servicer.

       

      In
        connection with the appointment of any successor master servicer or the
        assumption of the duties of the Master Servicer, the Trustee may make such
        arrangements for the compensation of such successor master servicer out of
        payments on the Mortgage Loans as the Trustee and such successor master servicer
        shall agree which in no case shall exceed the Master Servicing Fee. If the
        successor master servicer does not agree that the proposed compensation is
        fair,
        such successor master servicer shall obtain two quotations of market
        compensation from third parties actively engaged in the servicing of
        single-family mortgage loans; provided,
        however,
        that
        each Rating Agency shall confirm in writing that any appointment of a successor
        Master Servicer (other than the Trustee) will not result in a downgrade in
        the
        then current rating of any Class of Certificates.

       

      SECTION
        3.35. Sale
        and Assignment of Master Servicing.

       

      The
        Master Servicer may sell and assign its rights and delegate its duties and
        obligations in their entirety as Master Servicer under this Agreement, with
        the
        written consent of the Depositor and any NIMS Insurer, in each case, which
        consent shall not be unreasonably withheld or delayed, and provided, further,
        that:
        (i) the purchaser or transferee accepting such assignment and delegation
        (a)
        shall be a Person which shall be qualified to service mortgage loans for
        Fannie
        Mae or Freddie Mac; (b) shall have a net worth of not less than $10,000,000
        (unless otherwise approved by each Rating Agency pursuant to clause (ii)
        below);
        (c) shall be reasonably satisfactory to the Depositor (as evidenced in writing
        signed by the Depositor); and (d) shall execute and deliver to the Trustee
        an
        agreement, in form and substance reasonably satisfactory to the Trustee,
        which
        contains an assumption by such Person of the due and punctual performance
        and
        observance of each covenant and condition to be performed or observed by
        it as
        master servicer under this Agreement, any custodial agreement from and after
        the
        effective date of such agreement; (ii) each Rating Agency shall be given
        prior
        written notice of the identity of the proposed successor to the Master Servicer
        and each Rating Agency’s ratings of the Certificates in effect immediately prior
        to such assignment, sale and delegation will not be downgraded, qualified
        or
        withdrawn as a result of such assignment, sale and delegation, as evidenced
        by a
        letter to such effect delivered to the Master Servicer and the Trustee; and
        (iii) the Master Servicer assigning and selling the master servicing shall
        deliver to the Trustee and the Depositor an Officer’s Certificate and an
        Independent Opinion of Counsel, (delivered at the Master Servicer’s expense)
        each stating that all conditions precedent to such action under this Agreement
        have been completed and such action is permitted by and complies with the
        terms
        of this Agreement. No such assignment or delegation shall affect any liability
        of the Master Servicer arising prior to the effective date thereof.

       


      
        
          
          

        

        
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      SECTION
        3.36. 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 Master Servicer and the
        Securities Administrator 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, neither the Master Servicer
        nor
        the Securities Administrator shall be obligated to enter into any amendment
        pursuant to this Section that adversely affects its obligations or immunities
        under this Agreement.

       

      SECTION
        3.37. Duties
        of the Credit Risk Manager.

       

      (a) For
        and
        on behalf of the Depositor, the Credit Risk Manager will provide reports
        and
        recommendations concerning certain delinquent and defaulted Mortgage Loans,
        and
        as to the collection of any Prepayment Premiums with respect to the Mortgage
        Loans. Such reports and recommendations will be based upon information provided
        pursuant to the Credit Risk Management Agreements to the Credit Risk Manager
        by
        the Servicer and/or the Master Servicer. The Credit Risk Manager shall look
        solely to the Servicer and/or the Master Servicer for all information and
        data
        (including loss and delinquency information and data) and loan level information
        and data relating to the servicing of the Mortgage Loans and neither the
        Securities Administrator nor the Trustee shall have any obligation to provide
        any such information to the Credit Risk Manager and shall not otherwise have
        any
        responsibility with respect to the performance of the Credit Risk
        Manager.

       

      SECTION
        3.38. Limitation
        Upon Liability of the Credit Risk Manager.

       

      Neither
        the Credit Risk Manager, nor any of the directors, officers, employees or
        agents
        of the Credit Risk Manager, shall be under any liability to the Trustee,
        the
        Securities Administrator, the Certificateholders or the Depositor for any
        action
        taken or for refraining from the taking of any action in good faith pursuant
        to
        this Agreement, in reliance upon information provided by the Servicer and/or
        the
        Master Servicer under the applicable Credit Risk Management Agreement or
        for
        errors in judgment; provided,
        however,
        that
        this provision shall not protect the Credit Risk Manager or any such person
        against liability that would otherwise be imposed by reason of willful
        malfeasance, bad faith or gross negligence in its performance of its duties
        or
        by reason of reckless disregard for its obligations and duties under this
        Agreement or the Credit Risk Management Agreements. The Credit Risk Manager
        and
        any director, officer, employee or agent of the Credit Risk Manager may rely
        in
        good faith on any document of any kind prima facie properly executed and
        submitted by any Person respecting any matters arising hereunder, and may
        rely
        in good faith upon the accuracy of information furnished by the Servicer
        and/or
        the Master Servicer pursuant to the applicable Credit Risk Management Agreement
        in the performance of its duties thereunder and hereunder.

       


      
        
          
          

        

        
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      SECTION
        3.39. Removal
        of Credit Risk Manager.

       

      The
        Credit Risk Manager may be removed as Credit Risk Manager by the Depositor
        at
        any time, without cause, with the consent of Certificateholders holding not
        less
        than a 66-2/3% of the Voting Rights, upon ten (10) days prior written notice.
        The Depositor shall provide such written notice to the Trustee and upon receipt
        of such notice and evidence of such Certificateholders’ consent, the Trustee
        shall provide written notice to the Credit Risk Manager of its removal,
        effective upon receipt of such notice.

       

       

      ARTICLE
        IV

       

      ACCOUNTS

       

       

      SECTION
        4.01. Servicing
        Accounts.

       

      (a) The
        Master Servicer shall enforce the obligation of the Servicer to 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 related 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) [Reserved];

       

      (c) To
        the
        extent provided in the Servicing Agreement and subject to this Article IV,
        on or
        before the Servicer Remittance Date, the Servicer shall withdraw or shall
        cause
        to be withdrawn from the Servicing Account and shall immediately remit or
        cause
        to be remitted to the Securities Administrator 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 Initial Cut-off Date, or, in the case of Subsequent Mortgage Loans, on
        or
        before the applicable Subsequent 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;

       


      
        
          
          

        

        
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      (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;

       

      (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. 

       

      (d) Withdrawals
        may be made from a Servicing Account only to make remittances as provided
        in
        Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or 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 Sections
        4.01(c) and 4.02(b), certain amounts otherwise due to the Servicer may be
        retained by them and need not be remitted to the Securities
        Administrator.

       

      SECTION
        4.02. Distribution
        Account. 

       

      (a) The
        Securities Administrator shall establish and maintain in the name of the
        Trustee, for the benefit of the Trust Fund and the Certificateholders, the
        Distribution Account as a segregated, non-interest bearing trust account
        or
        accounts, each of 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 Securities Administrator and held
        by
        the Securities Administrator 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 Securities Administrator or the Master Servicer
        (whether made directly, or indirectly through a liquidator or receiver of
        the
        Trustee, the Securities Administrator or the Master Servicer). 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
        Securities Administrator, 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, 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 Master Servicer and the Securities Administrator shall, promptly upon
        receipt from the Servicer on the Servicer Remittance Date deposit in the
        Distribution Account as identified by the Master Servicer or the Securities
        Administrator and as received by the Master Servicer or the Securities
        Administrator, the following amounts:

       


      
        
          
          

        

        
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      (i) any
        amounts withdrawn from a Servicing Account pursuant to Section 4.01(c) and
        the
        Servicing Agreement and remitted to the Securities Administrator; 

       

      (ii) any
        amounts required to be deposited in the Distribution Account by the Master
        Servicer with respect to the Mortgage Loans pursuant to this Agreement,
        including (a) Advances and any Compensating Interest Payments required to
        be
        made by the Master Servicer to the extent required but not made by the Servicer
        and (b) the amount of any Insurance Proceeds or Liquidation Proceeds received
        by
        or on behalf of the Master Servicer which were not deposited in a Servicing
        Account;

       

      (iii) any
        Insurance Proceeds, Liquidation Proceeds or Recoveries received by or on
        behalf
        of the Master Servicer which were not deposited in a Servicing Account;


       

      (iv) the
        Purchase Price with respect to any Mortgage Loans purchased by the Seller
        or the
        Originator under this Agreement or the related 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;

       

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

       

      (vi) any
        other
        amounts received by or on behalf of the Master Servicer or the Securities
        Administrator and required to be deposited in the Distribution Account pursuant
        to this Agreement.

       

      (b) All
        amounts deposited to the Distribution Account shall be held by the Securities
        Administrator in the name of the Trustee in trust for the benefit of the
        Trust
        Fund and the Certificateholders 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), (ii), (iii), (iv), (vi), (vii),
        (ix)
        and (x) with respect to the Securities Administrator, need not be remitted
        by
        the Servicer to the Master Servicer to the Distribution Account. In the event
        that the Master Servicer shall deposit or cause to be deposited to the
        Distribution Account any amount not required to be credited thereto, the
        Securities Administrator, upon receipt of a written request therefor signed
        by a
        Servicing Officer of the Master Servicer, shall promptly transfer such amount
        to
        the Master Servicer, any provision herein to the contrary
        notwithstanding.

       

      (c) Funds
        deposited in the Distribution Account for the period (the “R Investment Period”)
        from the Servicer Remittance Date up to the Master Servicer Investment Period
        (as defined below) shall, if invested, be invested at the direction of the
        Holder of the Class R Certificate, in the name of the Trustee, or its nominee,
        for the benefit of the Certificateholders, in Permitted Investments as follows.
        In the absence of such direction, funds will remain uninvested. Funds in
        the
        Distribution Account for the period from one Business Day immediately preceding
        the related Distribution Date through and including the related Distribution
        Date (the “Master Servicer Investment Period”) may be invested in Permitted
        Investments selected by the Master Servicer (which shall mature not later
        than
        such applicable Distribution Date). All income and gain realized from any
        Permitted Investment of funds deposited in the Distribution Account as described
        in this paragraph (i) during the Master Servicer Investment Period shall
        be
        compensation to the Master Servicer, in payment of its Master Servicer Fee,
        and
        shall not be part of the Trust Fund and (ii) other than during the Master
        Servicer Investment Period shall be paid to the Holder of the Class R
        Certificate on the Distribution Date in the following month. For periods
        outside
        of the R Investment Period, proceeds due to the Holder of the Class R
        Certificate shall remain uninvested. The amount of any losses incurred with
        respect to any such investments during the Master Servicer Investment Period
        shall be deposited in such Distribution Account by the Master Servicer out
        of
        its own funds, without any right of reimbursement therefor, immediately as
        realized. The amount of any losses incurred in respect of any such investments
        for any period other than during the Master Servicer Investment Period shall
        be
        deposited in such Distribution Account by Greenwich Capital Financial Products,
        Inc. out of its own funds, without any right of reimbursement therefor,
        immediately as realized.

       


      
        
          
          

        

        
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      SECTION
        4.03. Permitted
        Withdrawals and Transfers from the Distribution Account.

       

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

       

      (i) to
        reimburse the Master Servicer or the Servicer for any Advance of its own
        funds
        or of the Servicer’s own funds, the right of the Master Servicer or 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 and 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 Master Servicer or the Servicer from Insurance Proceeds or
        Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
        by the Master Servicer or 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 Master Servicer or 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 Master Servicer or the Servicer from
        Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
        incurred with respect to such Mortgage Loan; 

       

      (iv) to
        pay
        the Master Servicer or the Servicer, as appropriate, from Liquidation Proceeds
        or Insurance Proceeds received in connection with the liquidation of any
        Mortgage Loan, the amount which it or the Servicer would have been entitled
        to
        receive under subclause (viii) 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;

       


      
        
          
          

        

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

       

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

       

      (viii) to
        pay
        the Master Servicer its monthly Master Servicing Fee and any investment income
        and other additional servicing compensation payable pursuant to Section
        3.14;

       

      (ix) to
        reimburse the Master Servicer or the Securities Administrator for any expenses
        recoverable by the Master Servicer or the Securities Administrator pursuant
        to
        Sections 3.03 and 3.32;

       

      (x) 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;

       

      (xi) to
        reimburse the Trustee and the Securities Administrator for expenses, costs
        and
        liabilities incurred by or reimbursable to it from funds of the Trust Fund
        pursuant to Sections 3.31, 3.32 or 8.05, and to reimburse the Trustee for
        any
        fees, costs and expenses incurred by or reimbursable to it pursuant to Section
        2.03(a), 7.01(b), 8.02, 8.05 or 8.07, to the extent not otherwise reimbursed
        to
        it;

       

      (xii) to
        pay to
        the Master Servicer all investment earnings on amounts on deposit in the
        Distribution Account to what it is entitled under Section 4.02(c);

       

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

       

      (xiv) to
        pay
        the Credit Risk Manager the Credit Risk Manager Fee;

       

      (xv) to
        remove
        amounts deposited in error; and

       


      
        
          
          

        

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

       

      (b) In
        addition, on or before the Business Day immediately preceding each Distribution
        Date, the Master Servicer shall deposit in the Distribution Account (or remit
        to
        the Securities Administrator for deposit therein) any Advances or Compensating
        Interest Payments, to the extent required to be made but not made by the
        Servicer and required to be made by the Master Servicer hereunder with respect
        to the Mortgage Loans.

       

      (c) The
        Securities Administrator or the Master Servicer 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 Master Servicer without being deposited
        in the
        Distribution Account under Section 4.02(b).

       

      (d) In
        order
        to comply with its duties under the USA PATRIOT Act of 2001, the Securities
        Administrator 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.

       

      (e) On
        each
        Distribution Date, the Securities Administrator, 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. [Reserved]

       

      SECTION
        4.06. Prefunding
        Account.

       

      On
        or
        prior to the Closing Date, the Securities Administrator shall establish and
        maintain, on behalf of the Certificateholders, the Prefunding Account. On
        the
        Closing Date the Depositor shall remit the Prefunded Amount to the Securities
        Administrator for deposit in the Prefunding Account. The Prefunded Amount
        shall
        be applied to the purchase of Subsequent Mortgage Loans. On each Subsequent
        Transfer Date, upon satisfaction of the conditions for such Subsequent Transfer
        Date set forth in Section 2.01(b), with respect to the related Subsequent
        Transfer Agreement, the Securities Administrator shall remit to the Depositor
        the applicable Aggregate Subsequent Transfer Amount as payment of the purchase
        price for the related Subsequent Mortgage Loans.

       

      If
        any
        funds remain in the Prefunding Account at the end of the Prefunding Period,
        to
        the extent that they represent earnings on the amounts originally deposited
        into
        the Prefunding Account, the Securities Administrator shall distribute them
        to
        the order of the Depositor. The remaining funds shall be transferred to the
        Distribution Account to be included as part of principal distributions to
        the
        Certificates on the Distribution Date in the month following the end of the
        Prefunding Period.

       


      
        
          
          

        

        
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      Each
        institution at which the Prefunding Account is maintained shall either hold
        such
        funds on deposit uninvested or shall invest the funds therein in Permitted
        Investments as directed in writing by the Depositor, which shall mature not
        later than the Business Day immediately preceding a Subsequent Transfer Date
        and
        shall not be sold or disposed of prior to its maturity. In the absence of
        direction, such funds shall be invested in the Wells Fargo Advantage Prime
        Investment Money Market Fund or comparable investment vehicle, or remain
        uninvested. All such Permitted Investments shall be made in the name of the
        Trustee, for the benefit of the Certificateholders. All income and gain net
        of
        any losses realized from any such balances or investment of funds on deposit
        in
        the Prefunding Account shall be for the benefit of the Depositor and shall
        be
        remitted to it monthly. The amount of any net investment losses in the
        Prefunding Account shall promptly be deposited by the Depositor in the
        Prefunding Account. The Securities Administrator in its fiduciary capacity
        shall
        not be liable for the amount of any loss incurred in respect of any investment
        or lack of investment of funds held in the Prefunding Account (other than
        as
        provided in this Section 4.06) and made in accordance with this
        Section 4.06.

       

       

      ARTICLE
        V

       

      FLOW
        OF FUNDS

       

       

      SECTION
        5.01. Distributions.

       

      (a) Distributions
        From Available Funds.
        On each
        Distribution Date (or, in the case of payments to the Swap Provider, the
        related
        Swap Payment Date) and after making any withdrawals from the Distribution
        Account pursuant to Section 4.03(a), including in respect of the Credit Risk
        Manager Fee for such Distribution Date, the Securities Administrator, as
        Paying
        Agent, shall withdraw funds on deposit in the Distribution Account to the
        extent
        of Available Funds 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 and, solely to the extent of Deferred Interest
        for
        such Distribution Date, Principal Prepayments shall be distributed on each
        Distribution Date (or, in the case of payments to the Swap Provider, the
        related
        Swap Payment 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) first,
        for
        deposit into the Swap Account, the amount of any Net Swap Payment or Swap
        Termination Payment (not due to a Swap Provider Trigger Event) owed to the
        Swap
        Provider (including amounts remaining unpaid from previous Distribution
        Dates);

       

      (B) second,
        concurrently, on a pro
        rata
        basis,
        to the Holders of the Class A-1A, Class A-1B and Class A-1C Certificates,
        the
        related Monthly Interest Distributable Amount and the Unpaid Interest Shortfall
        Amount, if any, to which each such Class is entitled;

       


      
        
          
          

        

        
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      (C) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-1 Certificates, the related Monthly Interest Distributable
        Amount;

       

      (D) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-2 Certificates, the related Monthly Interest Distributable
        Amount; 

       

      (E) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-3 Certificates, the related Monthly Interest Distributable
        Amount;

       

      (F) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-4 Certificates, the related Monthly Interest Distributable
        Amount;

       

      (G) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-5 Certificates, the related Monthly Interest Distributable
        Amount; 

       

      (H) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-6 Certificates, the related Monthly Interest Distributable
        Amount;

       

      (I) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-7 Certificates, the related Monthly Interest Distributable
        Amount; 

       

      (J) from
        the
        remaining Interest Remittance Amounts and Principal Prepayments, to the Holders
        of the Class B-8 Certificates, the related Monthly Interest Distributable
        Amount; and

       

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

       

      (ii) On
        each
        Distribution Date (or, in the case of payments to the Swap Provider, the
        related
        Swap Payment 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 shall be distributed in the following
        amounts and order of priority:

       

      (A) first,
        for
        deposit into the Swap Account, any Net Swap Payment or Swap Termination Payment
        (not due to a Swap Provider Trigger Event) owed to the Swap Provider (to
        the
        extent not previously paid or paid from the Interest Remittance Amount);
        and

       


      
        
          
          

        

        
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      (B) second,
        to the
        Holders of the Class A-A1, Class A-1B and Class A-1C Certificates, pro
        rata,
        based on
        their respective Class Principal Balances immediately prior to such Distribution
        Date, until their respective Class Principal Balances have been reduced to
        zero;


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (K) 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 (or, in the case of payments to the Swap Provider, the
        related
        Swap Payment 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 shall be distributed in the
        following amounts and order of priority:

       

      (A) first,
        for
        deposit into the Swap Account, the allocable portion of any Net Swap Payment
        or
        Swap Termination Payment (not due to a Swap Provider Trigger Event) owed
        to the
        Swap Provider (to the extent not paid previously or paid from the Interest
        Remittance Amount);

       

      (B) second,
        to the
        Holders of the Class A-A1, Class A-B1 and Class A-1C Certificates, the Senior
        Principal Distribution Amount pro
        rata,
        based on
        their respective Class Principal Balances immediately prior to such Distribution
        Date, until their respective Class Principal Balances have been reduced to
        zero;
        and 

       


      
        
          
          

        

        
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      (C) to
        the
        Holders of the Class B-1 Certificates, the Class B-1 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to
        zero;

       

      (D) to
        the
        Holders of the Class B-2 Certificates, the Class B-2 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to
        zero;

       

      (E) to
        the
        Holders of the Class B-3 Certificates, the Class B-3 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to
        zero;

       

      (F) to
        the
        Holders of the Class B-4 Certificates, the Class B-4 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to
        zero;

       

      (G) to
        the
        Holders of the Class B-5 Certificates, the Class B-5 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to zero;
        

       

      (H) to
        the
        Holders of the Class B-6 Certificates, the Class B-6 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to
        zero

       

      (I) to
        the
        Holders of the Class B-7 Certificates, the Class B-7 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to zero;
        

       

      (J) to
        the
        Holders of the Class B-8 Certificates, the Class B-8 Principal Distribution
        Amount, until the class principal balance thereof has been reduced to zero;
        and

       

      (K) 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 (or, in the case of payments to the Swap Provider, the
        related
        Swap Payment 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:

       


      
        
          
          

        

        
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      (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 Certificate
        prior
        to such Distribution Date as a distribution in respect of
        principal;

       

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

       

      (E) 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;

       

      (F) 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,
        on a
pro
        rata
        basis
        based on the amount of Basis Risk Shortfalls remaining unpaid, and then to
        the
        Holders of the Subordinate Certificates, sequentially, in order of priority
        of
        distributions beginning with the Class B-1 Certificates, the amount of any
        Basis
        Risk Shortfall remaining unpaid as of such Distribution Date;

       

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

       

      (H) to
        the
        Holders of the Senior Certificates, pro
        rata,
        and
        then to the Holders of the Subordinate Certificates, sequentially, in order
        of
        priority of distributions beginning with the Class B-1 Certificates, the
        principal portion of any Allocated Realized Loss Amounts remaining
        unreimbursed;

       

      (I) to
        the
        Swap Provider, any Swap Termination Payment resulting from a Swap Provider
        Trigger Event;

       

      (J) to
        the
        Holders of the Class C Certificates, the Class C Distributable Amount;


       


      
        
          
          

        

        
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      (K) on
        the
        Distribution Date immediately following the last Distribution date on which
        Prepayment Penalty Amounts can be collected by the Servicer, to the Holders
        of
        the Class P Certificates, $100.00; and

       

      (L) to
        the
        Holders of the Residual Certificates, pro
        rata,
        any
        Available Funds 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 that any Premium Proceeds will be distributable
        in
        respect of the Class C Certificates.

       

      (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) [Reserved].

       

      (e) Distributions
        on Physical Certificates.
        The
        Securities Administrator 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) [Reserved].

       

      (h) On
        each
        Distribution Date, the Securities Administrator, 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.

       

      (i) [Reserved].

       


      
        
          
          

        

        
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      (j) On
        each
        Distribution Date, the Trustee shall distribute the Basis Risk Cap Amount
        for
        such date as follows:

       

      (i) to
        the
        LIBOR Certificates, on a pro
        rata based
        on
        their respective Class Principal Balances, any Basis Risk Shortfalls, to
        the
        extent unpaid;

       

      (ii) if
        applicable, to the Basis Risk Cap Termination Receipts Account for application
        to the purchase of a replacement Basis Risk Cap Agreement(s) pursuant to
        Section
        5.14(b); and

       

      (iii) to
        the
        Class C Certificates, all amounts remaining.

       

      (k) On
        each
        Distribution Date (or, with respect to clauses (i), (ii), (ix) and (x) below,
        on
        the related Swap Payment Date), after all distributions pursuant to Sections
        5.01(a) and (j) have been made, the Trustee shall distribute the Swap Amount
        for
        such date as follows:

       

      (i) to
        the
        Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to
        the
        Swap Agreement for such Swap Payment Date;

       

      (ii) to
        the
        Swap Provider, any Swap Termination Payment not due to a Swap Provider Trigger
        Event owed to the Swap Provider pursuant to the Swap Agreement for such Swap
        Payment Date;

       

      (iii) concurrently,
        to the Senior Certificates, Monthly Interest Distributable Amount and the
        related Unpaid Interest Shortfall Amount for each such Class and such
        Distribution Date, to the extent unpaid (any shortfall in Monthly Interest
        Distributable Amount and the related Unpaid Interest Shortfall Amount to
        be
        allocated among such Classes in proportion to the amount of Monthly Interest
        Distributable Amount and the related Unpaid Interest Shortfall Amount that
        would
        have otherwise been distributable thereon);

       

      (iv) to
        the
        Subordinate Certificates, in accordance with the Subordinate Priority, Monthly
        Interest Distributable Amount and the related Unpaid Interest Shortfall Amount
        for each such Class and such Distribution Date to the extent unpaid;


       

      (v) to
        the
        LIBOR Certificates, any amount necessary to maintain the Overcollateralization
        Target Amount as specified in Sections 5.01(ii) and (iii) above for such
        Distribution Date, for application pursuant to the priorities set forth in
        such
        Sections, after giving effect to distributions pursuant to such Sections;
        provided,
        however,
        that
        the sum of all such amounts distributed pursuant to this Section shall not
        exceed the aggregate amount of cumulative Realized Losses incurred from the
        Cut-off Date through the last day of the related Collection Period less any
        amounts previously distributed pursuant to this Section;

       

      (vi) to
        the
        Subordinate Certificates, sequentially, any Allocated Realized Loss Amounts
        remaining unpaid after distribution of Net Monthly Excess Cashflow, to the
        extent unpaid;

       


      
        
          
          

        

        
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      (vii) to
        the
        Senior Certificates, on a pro
        rata
        basis
        based on the amount of Basis Risk Shortfalls remaining unpaid, any Basis
        Risk
        Shortfalls, to the extent unpaid;

       

      (viii) to
        the
        Subordinate Certificates, sequentially, any Basis Risk Shortfalls, to the
        extent
        unpaid;

       

      (ix) if
        applicable, to the Swap Termination Receipts Account for application to the
        purchase of a replacement swap agreement pursuant to Section
        5.12(a);

       

      (x) to
        the
        Swap Provider, any Swap Termination Payment due to a Swap Provider Trigger
        Event
        owed to the Swap Provider pursuant to the Swap Agreement; and

       

      (xi) to
        the
        Class C Certificates, all amounts remaining in the Swap Account.

       

      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 Securities Administrator shall aggregate
        the loan-level information provided by the Master Servicer with respect to
        the
        total amount of Realized Losses, if any, with respect to the Mortgage Loans
        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 in the following order of priority:

       

      (i) to
        Net
        Monthly Excess Cashflow; 

       

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


       

      (iii) 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) with
        respect to such losses, to the Class A-1A, Class A-1B and Class A-1C
        Certificates, sequentially, first, to the Class A-1C Certificates, second,
        to
        the Class A-1B Certificates and third, to the Class A-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 Securities Administrator shall make available to the
        Trustee, each Certificateholder, the Seller, any NIMS Insurer, the Master
        Servicer and each Rating Agency, a statement based, as applicable, on loan-level
        information obtained from the Master Servicer, the Swap Provider, the Basis
        Risk
        Cap Provider and the Servicer (the “Distribution
        Date Statement”)
        as to
        the distributions to be made or made, as applicable, on such Distribution
        Date.
        The Distribution Date Statement shall include the following information,
        in each
        case, with respect to such Distribution Date:

       

      (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, Master Servicing Fees and Credit Risk
        Manager Fees for the related Due Period;

       

      (v) the
        amount of Advances for the related Due Period and the amount of unreimbursed
        Advances;

       


      
        
          
          

        

        
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      (vi) the
        Pool
        Balance and the Pool Collateral Balance for such Distribution Date;

       

      (vii) the
        aggregate Principal Balance of the MTA Indexed Mortgage Loans at the Close
        of
        Business at the end of the related Due Period;

       

      (viii) 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;

       

      (ix) 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;

       

      (x) 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;

       

      (xi) 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 as of the Close of Business of the last day of the preceding Due
        Period;

       

      (xii) the
        aggregate amount of any Principal Prepayments, net Principal Prepayments
        or
        other unscheduled recoveries of principal made during the related Prepayment
        Period;

       

      (xiii) the
        aggregate amount of Realized Losses incurred during the related Due Period
        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;

       

      (xiv) the
        Class
        Principal Balance of each Class of Certificates after giving effect to any
        distributions made thereon, on such Distribution Date;

       

      (xv) 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;

       

      (xvi) for
        each
        Class, 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;

       

      (xvii) the
        Available Funds;

       

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

       


      
        
          
          

        

        
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      (xix) the
        aggregate Principal Balance of Mortgage Loans purchased hereunder by the
        Seller
        during the related Due Period;

       

      (xx) [Reserved];

       

      (xxi) current
        Recoveries;

       

      (xxii) cumulative
        Recoveries;

       

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

       

      (xxiv) the
        amount of Deferred Interest and Net Deferred Interest, if any;

       

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

       

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

       

      (xxvii) the
        Overcollateralized Amount for that Distribution Date;

       

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

       

      (xxix) the
        amount of any Class P Distributable Amount; 

       

      (xxx) the
        amount on deposit in the Prefunding Account (including a breakdown of amounts
        released during the prior calendar month in respect of Aggregate Subsequent
        Transfer Amounts or amounts included in Available Funds on the Distribution
        Date
        in the month following the end of the Prefunding Period); 

       

      (xxxi) the
        amount of any payments made by the Basis Risk Cap Provider to the Basis Risk
        Cap
        Account pursuant to Section 5.13; 

       

      (xxxii) the
        aggregate Principal Balance and number of Subsequent Mortgage Loans purchased
        in
        the Prefunding Period; and

       

      (xxxiii) the
        amount of any Net Swap Payment to the Supplemental Interest Trust made pursuant
        to Section 5.10, any Net Swap Payment to the Swap Provider made pursuant
        to
        Section 5.10, any Swap Termination Payment to the Supplemental Interest Trust
        made pursuant to Sections 5.10 and any Swap Termination Payment to the Swap
        Provider made pursuant to Section 5.10.

       

      The
        Securities Administrator 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 parties to this
        Agreement via the Securities Administrator’s internet website. The Securities
        Administrator’s internet website shall initially be located at “www.ctslink.com.”
        Assistance in using the website can be obtained by calling the Securities
        Administrator’s customer service desk at 1-866-846-4526. 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 Securities Administrator 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 Securities Administrator shall
        provide timely and adequate notification to all parties regarding any such
        change.

       


      
        
          
          

        

        
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      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 Initial
        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 Securities
        Administrator 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 Securities Administrator
        shall
        be deemed to have been satisfied to the extent that substantially comparable
        information shall be prepared and furnished by the Securities Administrator
        to
        Certificateholders pursuant to any requirements of the Code as are in force
        from
        time to time.

       

      (c) On
        each
        Distribution Date, the Securities Administrator 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.

       

      SECTION
        5.05. Remittance
        Reports; Advances. 

       

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

       


      
        
          
          

        

        
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      (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 Master Servicer
        shall, on the Business Day immediately preceding the related Distribution
        Date,
        deposit in the Distribution Account an amount equal to such deficiency, net
        of
        the Servicing Fee and the Master Servicing Fee, for such Mortgage Loan except
        to
        the extent the Master 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 Master
        Servicer shall continue to make such Advances through the date that the Servicer
        is required to do so under the Servicing Agreement. If the Master Servicer
        determines that an Advance is Nonrecoverable, it shall, on or prior to the
        related Distribution Date, present an Officer’s Certificate to the Securities
        Administrator, the NIMS Insurer and the Trustee (i) stating that the Master
        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 Master Servicing Fee payable to the Master 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 Servicer Remittance
        Date.
        Such amount shall not be treated as an Advance and shall not be reimbursable
        to
        the Master Servicer.

       

      SECTION
        5.07. Basis
        Risk Reserve Fund.

       

      (a) On
        the
        Closing Date, the Securities Administrator shall establish and maintain in
        its
        name, in trust for the benefit of the holders of the LIBOR 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 Securities Administrator held pursuant to this Agreement. The Basis
        Risk
        Reserve Fund shall not be an asset of any REMIC established hereby.

       

      (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)(F).

       

      (c) On
        any
        Distribution Date for which a Basis Risk Shortfall exists with respect to
        the
        LIBOR Certificates, the Securities Administrator, as Paying Agent for the
        Trustee, shall withdraw from the Basis Risk Reserve Fund, the amount of such
        Basis Risk Shortfall for distribution on such Distribution Date pursuant
        to
        section 5.01 (a)(iv)(F).

       


      
        
          
          

        

        
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      (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 Securities Administrator, 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 be invested in the
        Wells Fargo Advantage Prime Investment Money Market Fund or comparable
        investment vehicle, or 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.
        

       

      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 such Class for
        such
        Distribution Date as follows:

       

      (i) first,
        the
        Class Principal Balance of each Class of Senior Certificates 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.

       

      SECTION
        5.09. [Reserved]

       

      SECTION
        5.10. Supplemental
        Interest Trust.

       

      (a) A
        separate trust is hereby established (the “Supplemental Interest Trust”), the
        corpus of which shall be held by the Securities Administrator, in trust,
        for the
        benefit of the Certificateholders. The Securities Administrator, on behalf
        of
        the Supplemental Interest Trust, shall establish an account (the “Swap
        Account”). The Swap 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 monies, including, without limitation, other monies of the Securities
        Administrator held by the Securities Administrator pursuant to this Agreement.
        

       


      
        
          
          

        

        
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      (b) In
        addition, on the Closing Date, the Securities Administrator, on behalf of
        the
        Supplemental Interest Trust, shall establish an account (the “Collateral
        Account”)
        into
        which funds shall be deposited pursuant to Section 5.10(e). 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 monies,
        including, without limitation, other monies of the Securities Administrator
        held
        pursuant to this Agreement.

       

      (c) The
        Securities Administrator shall deposit into the Swap Account any Net Swap
        Payment required pursuant to Sections 5.01(a)(i), (ii) and (iii), any Swap
        Termination Payment required pursuant to Sections 5.01(a)(i), (ii), (iii)
        and
        (iv) and 5.01(k), any amounts received from the Swap Provider under the Swap
        Agreement, and shall distribute from the Swap Account any Net Swap Payment
        required pursuant to Section 5.01(k) or Swap Termination Payment required
        pursuant to Sections 5.01(a)(i), (ii), (iii) and (iv) and 5.01(k), as
        applicable. 

       

      (d) Funds
        in
        the Swap Account shall be invested in Permitted Investments. Any earnings
        on
        such amounts shall be distributed on each Distribution Date pursuant to Section
        5.01(k). The Class C Certificates shall evidence ownership of the Swap Account
        for federal income tax purposes and the Holder thereof shall direct the
        Securities Administrator, in writing, as to investment of amounts on deposit
        therein. GCFP 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 Swap Account, such funds shall remain
        uninvested. Any amounts on deposit in the Swap Account in excess of the Swap
        Amount on any Distribution Date shall be held for distribution pursuant to
        Section 5.01(k) on the following Distribution Date.

       

      (e) Funds
        or
        collateral required to be held pursuant to the Credit Support Annex shall
        be
        deposited into the Collateral Account. Funds posted by the Swap Provider
        (or its
        credit support provider) in the Collateral Account shall be invested in
        Permitted Investments at the written direction of the Swap Provider. Any
        interest earnings on such amounts shall be remitted to the Swap Provider
        pursuant to the terms of the Credit Support Annex. For federal income tax
        purposes, the Swap Provider shall be considered owner of funds deposited
        in the
        Collateral Account. The Securities Administrator shall not be liable for
        any
        losses incurred on such investments. In the absence of written instructions
        from
        the Swap Provider (or its credit support provider) as to investment of funds
        on
        deposit in the Collateral Account, such funds shall remain uninvested. On
        the
        first Distribution Date immediately following any Swap Payment Date as to
        which
        a shortfall exists with respect to a Net Swap Payment or a Swap Termination
        Payment owed by the Swap Provider as a result of its failure to make payments
        pursuant to the Swap Agreement, amounts necessary to cover such shortfall
        shall
        be removed from the Collateral Account, remitted to the Swap Account and
        distributed as all or a portion of such Net Swap Payment or Swap Termination
        Payment pursuant to Section 5.02(k). Any amounts on deposit in the Collateral
        Account required to be returned to the Swap Provider (or its credit support
        provider) as a result of (i) the termination of the Swap Agreement, (ii)
        the
        procurement of a guarantor, (iii) the reinstatement of required ratings or
        (iv)
        otherwise pursuant to the Swap Agreement, shall be released directly to the
        Swap
        Provider pursuant to the terms of the Credit Support Annex.

       

      (f) Upon
        termination of the Trust Fund, any amounts remaining in the Swap Account
        shall
        be distributed pursuant to the priorities set forth in Section
        5.01(k).

       


      
        
          
          

        

        
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      (g) Upon
        termination of the Trust Fund, any amounts remaining in the Collateral Account
        shall be distributed as required pursuant to the terms of the Credit Support
        Annex;

       

      (h) It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Supplemental Interest Trust 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 Supplemental Interest Trust
        for
        federal income tax purposes. The Securities Administrator shall not be
        responsible for any entity level tax reporting for the Supplemental Interest
        Trust.

       

      (i) To
        the
        extent that the Supplemental Interest Trust is determined to be a separate
        legal
        entity from the Securities Administrator, any obligation of the Securities
        Administrator under the Swap Agreement shall be deemed to be an obligation
        of
        the Supplemental Interest Trust.

       

      (j) In
        the
        event that the Swap Provider fails to perform any of its obligations under
        the
        Swap Agreement (including, without limitation, its obligations to make any
        payment or transfer collateral), or breaches any of its representations and
        warranties under the Swap Agreement or in the event that an Event of Default,
        Termination Event, or Additional Termination Event occurs (as such terms
        are
        defined in the Swap Agreement), the Securities Administrator, on behalf of
        the
        Supplemental Interest Trust, shall (upon a Responsible Officer of the Securities
        Administrator receiving written notice or having actual knowledge of the
        occurrence thereof), no later than the next Business Day following such failure,
        breach or occurrence, notify the Swap Provider and give any notice of such
        failure and make any demand for payment pursuant to the Swap Agreement. In
        the
        event that the Swap Provider’s obligations under the Swap Agreement are at any
        time guaranteed by a third party, then to the extent that the Swap Provider
        fails to make any payment or delivery required under terms of the Swap
        Agreement, the Securities Administrator, on behalf of the Supplemental Interest
        Trust, shall (upon a Responsible Officer of the Securities Administrator
        receiving written notice or having actual knowledge 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.

       

      SECTION
        5.11. Rights
        of Swap Provider.

       

      The
        Swap
        Provider shall be deemed a third-party beneficiary of this Agreement to the
        same
        extent as if it were a party hereto and shall have the right, upon designation
        of an “Early Termination Date” (as defined in the Swap Agreement), to enforce
        its rights under this Agreement, which rights include but are not limited
        to the
        obligation of the Securities Administrator (A) to deposit any Net Swap Payment
        required pursuant to 5.01(a)(i), (ii) and (iii), and any Swap Termination
        Payment required pursuant to Sections 5.01(a)(i), (ii), (iii) and (iv) and
        5.01(g), into the Swap Account, (B) to pay any Net Swap Payment required
        pursuant to Section 5.01(a)(i), (ii) and (iii), as applicable, or Swap
        Termination Payment required pursuant to Sections 5.01(a)(i), (ii), (iii)
        and
        (iv) and 5.01(k), as applicable to the Swap Provider and (C) to establish
        and
        maintain the Swap Account, to make such deposits thereto, investments therein
        and distributions therefrom as are required pursuant to Section 5.10. For
        the
        protection and enforcement of the provisions of this Section the Swap Provider
        shall be entitled to such relief as can be given either at law or in
        equity.

       


      
        
          
          

        

        
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      SECTION
        5.12. Swap
        Agreement Termination Receipts. 

       

      (a) In
        the
        event of an “Early Termination Date” as defined under the Swap Agreement, (i)
        any Swap Termination Payment made by the Swap Provider to the Swap Account
        and
        paid pursuant to Sections 5.01(a)(i), (ii), (iii) and (iv) and 5.01(k), as
        applicable (“Swap Termination Receipts”) will be deposited in a segregated
        non-interest bearing account which shall be a subaccount of the Swap Account
        and
        shall be an Eligible Account established by the Securities Administrator
        (the
“Swap Termination Receipts Account”) and (ii) any amounts received from a
        replacement Swap Provider (“Swap Replacement Receipts”) will be deposited in a
        segregated non-interest bearing account which shall be a subaccount of the
        Swap
        Account and which shall be an Eligible Account established by the Securities
        Administrator (the “Swap Replacement Receipts Account”). The Securities
        Administrator shall invest, or cause to be invested, funds held in the Swap
        Termination Receipts Account and the Swap Replacement Receipts Account in
        time
        deposits of the Securities Administrator as permitted by clause (ii) of the
        definition of Permitted Investments or as otherwise directed in writing by
        a
        majority of the Certificateholders. In the absence of written instructions,
        such
        funds held in the Swap Termination Receipts Account and the Swap Replacement
        Receipts Account shall remain uninvested.

       

      Unless
        otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for replacement Swap Agreement(s)
        and
        the Securities Administrator shall promptly, with the assistance and cooperation
        of the Depositor, use amounts on deposit in the Swap Termination Receipts
        Account, if necessary, to enter into replacement Swap Agreement(s) which
        shall
        be executed and delivered by the Securities Administrator on behalf of the
        Supplemental Interest Trust upon receipt of written confirmation from each
        Rating Agency that such replacement Swap Agreement(s) 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. 

       

      Amounts
        on deposit in the Swap Replacement Receipts Account shall be held for the
        benefit of the related Swap Provider and paid to such Swap Provider if the
        Supplemental Interest Trust is required to make a payment to such Swap Provider
        following an event of default or termination event with respect to the
        Supplemental Interest Trust under the related Swap Agreement. Any amounts
        not so
        applied shall, following the termination or expiration of such Swap Agreement,
        be paid to the Class C Certificates.

       

      SECTION
        5.13. Basis
        Risk Cap Agreement.

       

      (a) The
        Securities Administrator, on behalf of the Trust Fund, shall establish an
        account for the Basis Risk Cap Agreement (the “Basis Risk Cap Account”). The
        Basis Risk Cap 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 monies, including, without limitation, other monies of the Securities
        Administrator held by the Securities Administrator pursuant to this
        Agreement.

       


      
        
          
          

        

        
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      (b) The
        Securities Administrator shall deposit into the Basis Risk Cap Account any
        amounts received from the Basis Risk Cap Provider under the Basis Risk Cap
        Agreement. 

       

      (c) Funds
        in
        the Basis Risk Cap Account shall be invested in Permitted Investments. Any
        earnings on such amounts shall be distributed on each Distribution Date pursuant
        to Section 5.01(j). The Class C Certificates shall evidence ownership of
        the
        Basis Risk Cap Account for federal income tax purposes and the Holder thereof
        shall direct the Securities Administrator, in writing, as to investment of
        amounts on deposit therein. GCFP 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 Basis Risk
        Cap
        Account, such funds shall remain uninvested. Any amounts on deposit in the
        Basis
        Risk Cap Account in excess of the Basis Risk Cap Amount on any Distribution
        Date
        shall be held for distribution pursuant to Section 5.01(j) on the following
        Distribution Date.

       

      (d) Upon
        termination of the Trust Fund, any amounts remaining in the Basis Risk Cap
        Account shall be distributed pursuant to the priorities set forth in Sections
        5.01(j).

       

      SECTION
        5.14. Basis
        Risk Cap Termination Receipts. 

       

      (a) In
        the
        event of an “Early Termination Date” as defined under the Basis Risk Cap
        Agreement, (i) any Basis Risk Cap Termination Payment made by the Basis Risk
        Cap
        Provider to the Basis Risk Cap Account (“Basis Risk Cap Termination Receipts”)
        shall be deposited in a segregated non-interest bearing account which shall
        be a
        subaccount of the Basis Risk Reserve Fund and which shall be an Eligible
        Account
        established by the Securities Administrator (the “Basis Risk Cap Termination
        Receipts Account”) and (ii) any amounts received from a replacement Basis Risk
        Cap Provider (“Basis Risk Cap Replacement Receipts”) will be deposited in a
        segregated non-interest bearing account which shall be a subaccount of the
        Basis
        Risk Reserve Fund and which shall be an Eligible Account established by the
        Securities Administrator (the “Basis Risk Cap Replacement Receipts Account”). In
        the absence of written instructions, such funds held in any Basis Risk Cap
        Termination Receipts Account and any Basis Risk Cap Replacement Receipts
        Account
        shall remain uninvested.

       

      (b)
        Unless otherwise permitted by the Rating Agencies as evidenced in a written
        confirmation, the Depositor shall arrange for replacement Basis Risk Cap
        Agreement(s) and the Securities Administrator shall promptly, with the
        assistance and cooperation of the Depositor, use amounts on deposit in the
        related Basis Risk Cap Termination Receipts Account, if necessary, to enter
        into
        replacement Basis Risk Cap Agreement(s) which shall be executed and delivered
        by
        the Securities Administrator on behalf of the Trust Fund upon receipt of
        written
        confirmation from each Rating Agency that such replacement Basis Risk Cap
        Agreement(s) 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.
        

       

      


       


      
        
          
          

        

        
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      ARTICLE
        VI

       

      THE
        CERTIFICATES

       

       

      SECTION
        6.01. The
        Certificates.

       

      (a) 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
        Securities Administrator 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
        Class
        A-1A, Class A-1B, Class A-1C, 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%.

       

      (b) The
        Certificates shall be executed on behalf of the Trust Fund by manual or
        facsimile signature on behalf of the Securities Administrator 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. 

       

      (c) [Reserved]

       

      (d) 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 Securities
        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 Securities Administrator 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.

       


      
        
          
          

        

        
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      (e) 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, each of which
        shall
        be registered in the name of Greenwich Capital Markets, Inc., duly executed
        by
        the Securities Administrator 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 Securities Administrator
        is hereby appointed, and the Securities Administrator hereby accepts its
        appointment as, initial Certificate Registrar on behalf of the Trustee, 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 Securities Administrator 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
        Securities Administrator 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.

       

      (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
        Securities Administrator 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.

       


      
        
          
          

        

        
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      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 Securities Administrator 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.

       

      (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 Securities
        Act,
        and any applicable state securities laws or is made in accordance with the
        Securities Act and laws. Any Private Certificates sold to an “accredited
        investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities 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 Securities Act, or (B) such transfer
        is made to an “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under
        the Securities 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 Securities Act
        or is
        being made pursuant to the Securities Act, which Opinion of Counsel shall
        not be
        an expense of the Trust Fund, the Trustee, the Certificate Registrar, the
        Master
        Servicer, the Securities Administrator 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, the Master Servicer, the
        Securities Administrator 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 Securities Administrator, 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 Securities Administrator, the Certificate
        Registrar or the Trustee is obligated to register or qualify the Private
        Certificates under the Securities 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 Securities Administrator,
        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 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 Securities
        Administrator, the Certificate Registrar, the Master 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 Securities Administrator, the Certificate Registrar,
        any NIMS Insurer, the Master 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.
        

       


      
        
          
          

        

        
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      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).

       

      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.

       


      
        
          
          

        

        
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      (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.

       

      (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.

       


      
        
          
          

        

        
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      (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.

       

      (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
        Securities Administrator 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, 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 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).

       


      
        
          
          

        

        
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      (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.

       

      (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.

       


      
        
          
          

        

        
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      (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.

       

      (g) 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)

       

      (h) 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 Trustee, any NIMS Insurer, the Certificate Registrar
        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 Securities Administrator 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.

       


      
        
          
          

        

        
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      SECTION
        6.04. Persons
        Deemed Owners.

       

      The
        Depositor, the Trustee, the Certificate Registrar, the Paying Agent, any
        NIMS
        Insurer and any agent of the Depositor, the Trustee, the Certificate Registrar,
        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 Paying Agent, any
        NIMS
        Insurer or any agent of any of them shall be affected by notice to the
        contrary.

       

      SECTION
        6.05. Appointment
        of Paying Agent.

       

      (a) The
        Trustee, subject to the consent of 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 the Securities Administrator 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
        Securities Administrator, as Paying Agent, shall hold all sums, if any, held
        by
        it for payment to the Certificateholders in trust for the benefit of the
        Certificateholders entitled thereto until such sums shall be paid to such
        Certificateholders 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.

       


      
        
          
          

        

        
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      ARTICLE
        VII

       

      DEFAULT

       

       

      SECTION
        7.01. Event
        of Default. 

       

      (a) If
        any
        one of the following events (each, an “Event
        of Default”)
        shall
        occur and be continuing: 

       

      (i) the
        failure by the Master Servicer to (A) make any Advance on the Business Day
        immediately preceding the related Distribution Date or (B) to deposit in
        the
        Distribution Account any deposit required to be made under the terms of this
        Agreement, and in either case such failure continues unremedied for a period
        of
        one Business Day after the date upon which written notice of such failure,
        requiring the same to be remedied, shall have been given to the Master Servicer
        (or, if applicable, such shorter time period as is provided in the penultimate
        sentence of Section 7.01(c)); or

       

      (ii) the
        failure by the Master Servicer duly to observe or perform, in any material
        respect, any other covenants, obligations or agreements of the Master Servicer
        as set forth in this Agreement, which failure continues unremedied for a
        period
        of 60 days, in each case after the date (A) on which written notice of such
        failure, requiring the same to be remedied, shall have been given to the
        Master
        Servicer by the Trustee or to the Master Servicer and the Trustee by Holders
        of
        Certificates evidencing at least 25% of the Voting Rights or (B) on which
        a
        Servicing Officer of the Master Servicer has actual knowledge of such failure
        (or, in the case of a breach of its obligation beyond any applicable cure
        period
        to provide an assessment of compliance, an attestation report or a
        Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.19, respectively);
        or

       

      (iii) the
        entry
        against the Master Servicer of a decree or order by a court or agency or
        supervisory authority having jurisdiction in the premises for the appointment
        of
        a trustee, conservator, receiver or liquidator in any insolvency,
        conservatorship, receivership, readjustment of debt, marshalling of assets
        and
        liabilities or similar proceedings, or for the winding up or liquidation
        of its
        affairs, and the continuance of any such decree or order unstayed and in
        effect
        for a period of 60 days; or 

       

      (iv) the
        Master Servicer shall voluntarily go into liquidation, consent to the
        appointment of a conservator or receiver or liquidator or similar person
        in any
        insolvency, readjustment of debt, marshalling of assets and liabilities or
        similar proceedings of or relating to the Master Servicer or of or relating
        to
        all or substantially all of its property; or a decree or order of a court
        or
        agency or supervisory authority having jurisdiction in the premises for the
        appointment of a conservator, receiver, liquidator or similar person in any
        insolvency, readjustment of debt, marshalling of assets and liabilities or
        similar proceedings, or for the winding-up or liquidation of its affairs,
        shall
        have been entered against the Master Servicer and such decree or order shall
        have remained in force undischarged, unbonded or unstayed for a period of
        60
        days; or the Master Servicer shall admit in writing its inability to pay
        its
        debts generally as they become due, file a petition to take advantage of
        any
        applicable insolvency or reorganization statute, make an assignment for the
        benefit of its creditors or voluntarily suspend payment of its
        obligations;

       


      
        
          
          

        

        
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      (b) 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 shall, at the written
        direction of the Holders of Certificates evidencing Voting Rights aggregating
        not less than 51%, or at its option may, by notice then given in writing
        to the
        Master Servicer, terminate all of the rights and obligations of the Master
        Servicer as servicer under this Agreement. Any such notice to the Master
        Servicer shall also be given to each Rating Agency, any NIMS Insurer, the
        Depositor, the Credit Risk Manager and the Seller. On or after the receipt
        by
        the Master Servicer (and by the Trustee if such notice is given by the Holders)
        of such written notice, all authority and power of the Master Servicer under
        this Agreement, whether with respect to the Certificates or 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
        Master
        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. The Master Servicer agrees to cooperate with the
        Trustee
        in effecting the termination of the responsibilities and rights of the Master
        Servicer hereunder, including, without limitation, the delivery to the Trustee
        of all documents and records requested by it to enable it to assume the Master
        Servicer's functions under this Agreement within ten Business Days subsequent
        to
        such notice and the transfer within one Business Day subsequent to such notice
        to the Trustee for the administration by it of all cash amounts that shall
        at
        the time be held by the Master Servicer and to be deposited by it in the
        Distribution Account, any REO Account or any Servicing Account or that have
        been
        deposited by the Master Servicer in such accounts or thereafter received
        by the
        Master Servicer with respect to the Mortgage Loans or any REO Property received
        by the Master Servicer. All reasonable costs and expenses (including attorneys'
        fees) incurred in connection with transferring the Master Servicer's duties
        and
        the Mortgage Files to the successor Master Servicer and amending this Agreement
        to reflect such succession as Master Servicer pursuant to this Section shall
        be
        paid by the predecessor Master Servicer (or if the predecessor Master Servicer
        is the Trustee, the terminated Master Servicer) upon presentation of reasonable
        documentation of such costs and expenses. The termination of the rights and
        obligations of the Master Servicer shall not affect any liability it may
        have
        incurred prior to such termination. To the extent that such costs and expenses
        of the Trustee are not fully and timely reimbursed by the predecessor Master
        Servicer, the Trustee shall be entitled to reimbursement of such costs and
        expenses from the Distribution Account.

       

      (c) The
        Securities Administrator shall not later than the close of business on the
        Business Day immediately preceding the related Distribution Date notify the
        Trustee in writing of the Master Servicer’s failure to make any Advance required
        to be made under this Agreement on such date and the amount of such Advance.
        By
        no later than 10:00 A.M. (Chicago time) on the relevant Distribution Date,
        the
        Securities Administrator shall notify the Trustee of the continuance of such
        failure or that the Master Servicer has made the Advance, as the case may
        be.
        Notwithstanding the terms of the Event of Default described in clause (i)
        of
        Section 7.01(a), the Trustee, upon receipt of written notice on the Distribution
        Date from the Securities Administrator of the continuance of the failure
        of the
        Master Servicer to make an Advance or deposit funds to the Distribution Account,
        shall, by notice in writing to the Master Servicer, which may be delivered
        by
        telecopy, immediately suspend all of the rights and obligations of the Master
        Servicer thereafter arising under this Agreement, but without prejudice to
        any
        rights it may have as a Certificateholder or to reimbursement of outstanding
        Advances or other amounts for which the Master Servicer was entitled to
        reimbursement as of the date of suspension, and the Trustee, subject to the
        cure
        provided for in this paragraph, if available, shall act as provided in Section
        7.02 to carry out the duties of the Master Servicer, including the obligation
        to
        make any Advance the nonpayment of which is described in clause (i)(A) of
        Section 7.01(a). Any such action taken by the Trustee must be prior to the
        distribution on the relevant Distribution Date, and shall have all of the
        rights
        incidental thereto. If the Master Servicer shall within two Business Days
        following such suspension remit to the Trustee the amount of any Advance
        the
        nonpayment of which by the Master Servicer is described in clause (i)(A)
        of
        Section 7.01(a), together with all other amounts necessary to reimburse the
        Trustee for actual, necessary and reasonable costs incurred by the Trustee
        because of action taken pursuant to this subsection (including interest on
        any
        Advance or other amounts paid by the Trustee (from and including the respective
        dates thereof) at a per annum rate equal to the prime rate for U.S. money
        center
        commercial banks as published in the Wall Street Journal), then the Trustee,
        subject to the last two sentences of this paragraph, may at its sole discretion
        permit the Master Servicer to resume its rights and obligations as Master
        Servicer hereunder. If the Master Servicer shall fail to remit such amounts
        to
        the Trustee within such two Business Days after the Distribution Date, then
        an
        Event of Default shall occur and such notice of suspension shall be deemed
        to be
        a notice of termination without any further action on the part of the Trustee.
        The Master Servicer agrees that if it fails to make a required Advance by
        10:00
        A.M. (Chicago time) on the related Distribution Date on more than two occasions
        in any 12 month period, the Trustee shall be under no obligation to permit
        the
        Master Servicer to resume its rights and obligations as Master Servicer
        hereunder, and notwithstanding the cure period provided in Section
        7.01(a)(i)(A), an Event of Default shall be deemed to have occurred on the
        relevant Distribution Date. 

       


      
        
          
          

        

        
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      SECTION
        7.02. Trustee
        to Act.

       

      (a) From
        and
        after the date the Master Servicer (and the Trustee, if notice is sent by
        the
        Holders) receives a notice of termination pursuant to Section 7.01, the Trustee
        shall be the successor in all respects to the Master Servicer in its capacity
        as
        servicer under this 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 Master Servicer by the terms and provisions
        hereof arising on and after its succession, including the obligation to make
        Advances. As compensation therefor, the Trustee shall be entitled to such
        compensation as the Master Servicer would have been entitled to hereunder
        if no
        such notice of termination had been given. Notwithstanding the above, (i)
        if the
        Trustee is unwilling to act as successor Master 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 Master Servicer
        hereunder in the assumption of all or any part of the responsibilities, duties
        or liabilities of the Master Servicer hereunder; provided
        that the
        appointment of any such successor Master 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
        each Rating Agency. Pending appointment of a successor to the Master Servicer
        hereunder, 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 Master Servicer would otherwise have received hereunder.
        The appointment of a successor Master Servicer shall not affect any liability
        of
        the predecessor Master Servicer which may have arisen under this Agreement
        prior
        to its termination as Master Servicer to pay any deductible under an insurance
        policy pursuant to Section 3.09 or to indemnify the Trustee pursuant to Section
        3.30), nor shall any successor Master Servicer be liable for any acts or
        omissions of the predecessor Master Servicer (except with respect to the
        making
        of Advances the defaulting Master Servicer was required to make but did not
        make) or for any breach by such Master Servicer of any of its representations
        or
        warranties contained herein 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. 

       


      
        
          
          

        

        
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      (b) Any
        successor, including the Trustee, to the Master Servicer as Master Servicer
        shall during the term of its service as Master Servicer continue to service
        and
        administer the Mortgage Loans for the benefit of Certificateholders, and
        maintain in force a policy or policies of insurance covering errors and
        omissions in the performance of its obligations as Master Servicer hereunder
        and
        a Fidelity Bond in respect of its officers, employees and agents to the same
        extent as the Master Servicer is so required pursuant to Section 3.04.


       

      (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 Master Servicer
        to act as successor Master Servicer under this Agreement and the transactions
        set forth or provided for herein.

       

      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 Master 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.

       

      SECTION
        7.04. Notification
        to Certificateholders.

       

      (a) Upon
        any
        termination or appointment of a successor to the Master Servicer pursuant
        to
        this Article VII or Section 3.31, the Trustee shall give prompt written notice
        thereof to the Securities Administrator and the Certificateholders at their
        respective addresses appearing in the Certificate Register, to each Rating
        Agency, to any NIMS Insurer.

       


      
        
          
          

        

        
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      (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 and any
        NIMS
        Insurer notice of such occurrence unless such Event of Default shall have
        been
        waived or cured.

       

       

      ARTICLE
        VIII

       

      THE
        TRUSTEE AND THE SECURITIES ADMINISTRATOR

       

       

      SECTION
        8.01. Duties
        of the Trustee and the Securities Administrator.

       

      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, and the Securities
        Administrator each undertake 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, unless the Trustee is acting as successor Master Servicer,
        in
        which case it shall use the same degree of care and skill as the Master Servicer
        hereunder with respect to the exercise of the rights and powers of the Master
        Servicer hereunder.

       

      The
        Trustee and the Securities Administrator, upon receipt of all resolutions,
        certificates, statements, opinions, reports, documents, orders or other
        instruments furnished to the Trustee and the Securities Administrator, 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
        neither the Trustee nor the Securities Administrator will 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
        and the Securities Administrator 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 or the Securities Administrator, as applicable,
        the
        Trustee or the Securities Administrator, as applicable, shall provide notice
        thereof to the Certificateholders 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 or any NIMS Insurer.

       

      On
        each
        Distribution Date (or in the case of any payments to the Swap Provider, on
        the
        Swap Payment Date), the Securities Administrator, as Paying Agent, shall
        make
        monthly distributions to the Certificateholders and the Swap Provider from
        funds
        in the Distribution Account, the Basis Risk Reserve Fund, the Swap Account
        and
        the Basis Risk Cap Account, as applicable, in each case as provided in Sections
        5.01, 5.07, 5.09 and 10.01 hereof based on the report of the Securities
        Administrator.

       


      
        
          
          

        

        
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      No
        provision of this Agreement shall be construed to relieve the Trustee or
        the
        Securities Administrator 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
        and the Securities Administrator shall be determined solely by the express
        provisions of this Agreement, neither the Trustee nor the Securities
        Administrator shall 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
        or the Securities Administrator and, in the absence of bad faith on the part
        of
        the Trustee or the Securities Administrator, respectively, the Trustee or
        the
        Securities Administrator 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 or the Securities
        Administrator, respectively, and conforming to the requirements of this
        Agreement;

       

      (ii) neither
        the Trustee nor the Securities Administrator shall be liable for an error
        of
        judgment made in good faith by a Responsible Officer of the Trustee or an
        officer of the Securities Administrator, respectively, unless it shall be
        proved
        that the Trustee or the Securities Administrator, respectively, was negligent
        in
        ascertaining or investigating the facts related thereto;

       

      (iii) neither
        the Trustee nor the Securities Administrator shall 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 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 or the
        Securities Administrator, respectively, under this Agreement; and

       

      (iv) the
        Trustee shall not be charged with knowledge of any Event of Default or a
        Document Transfer Event or any other event or matter that may require it
        to take
        action or omit to take action hereunder unless a Responsible Officer of the
        Trustee at the Corporate Trust Office receives written notice of such Event
        of
        Default or Document Transfer Event.

       

      Neither
        the Trustee nor the Securities Administrator shall 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 or the Securities Administrator to perform,
        or be
        responsible for the manner of performance of, any of the obligations of the
        Master Servicer under this 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 Master Servicer in accordance with the terms of this
        Agreement.

       


      
        
          
          

        

        
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      SECTION
        8.02. Certain
        Matters Affecting the Trustee and the Securities Administrator.

       

      Except
        as
        otherwise provided in Section 8.01 hereof:

       

      (i) the
        Trustee and the Securities Administrator 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 and the Securities Administrator may
        prescribe;

       

      (ii) the
        Trustee and the Securities Administrator 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;

       

      (iii) neither
        the Trustee nor the Securities Administrator shall 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
        or the
        Securities Administrator, respectively, 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) neither
        the Trustee nor the Securities Administrator shall 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) neither
        the Securities Administrator nor, 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 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 any NIMS Insurer, or the Majority
        Certificateholder; provided,
        however,
        that if
        the payment within a reasonable time to the Trustee or the Securities
        Administrator 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 or
        the
        Securities Administrator, as applicable, not reasonably assured to the Trustee
        or the Securities Administrator by the security afforded to it by the terms
        of
        this Agreement, the Trustee or the Securities Administrator, as applicable,
        may
        require reasonable indemnity against such cost, expense, liability or payment
        of
        such estimated expenses from any NIMS Insurer or the Certificateholders,
        as
        applicable, as a condition to such proceeding. If the Master Servicer fails
        to
        reimburse the Trustee or the Securities Administrator in respect of the
        reasonable expense of every such examination relating to the Master Servicer,
        the Trustee or the Securities Administrator shall be reimbursed by the Trust
        Fund;

       


      
        
          
          

        

        
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      (vi) the
        Trustee shall not be accountable, shall have no liability and makes no
        representation as to any acts or omissions hereunder of the Securities
        Administrator or the Master Servicer until such time as the Trustee may be
        required to act as the Master Servicer pursuant to Section 7.02 hereof and
        thereupon only for the acts or omissions of the Trustee as a successor Master
        Servicer; 

       

      (vii) the
        Trustee and the Securities Administrator may execute any of the trusts or
        powers
        hereunder or perform any duties hereunder either directly or by or through
        agents, nominees, attorneys or the 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 or the Securities Administrator in
        good
        faith;

       

      (viii) the
        right
        of the Trustee or the Securities Administrator to perform any discretionary
        act
        enumerated in this Agreement shall not be construed as a duty, and neither
        the
        Trustee nor the Securities Administrator shall be answerable for other than
        its
        negligence or willful misconduct in the performance of such act;
        and

       

      (ix) in
        order
        to comply with laws, rules, regulations and executive orders in effect from
        time
        to time applicable to the banking institutions, including those relating
        to the
        funding of terrorist activities and money laundering (“Applicable Law”), the
        Trustee and the Securities Administrator are required to obtain, verify and
        record certain information relating to certain individuals and certain entities
        which maintain a business relationship with the Trustee and the Securities
        Administrator. Accordingly, each of the parties agrees to provide the Trustee
        and the Securities Administrator 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 and the Securities Administrator 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 Agreements and the Servicing Agreement, as well as 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
        and the Securities Administrator Not Liable for Certificates or Mortgage
        Loans.

       

      The
        recitals contained herein and in the Certificates (other than the authentication
        of the Securities Administrator on the Certificates) shall be taken as the
        statements of the Depositor or the Seller, and neither the Trustee nor the
        Securities Administrator assumes responsibility for the correctness of the
        same.
        Neither the Trustee nor the Securities Administrator makes representations
        or
        warranties as to the validity or sufficiency of this Agreement or of the
        Certificates (other than with respect to the Securities Administrator the
        signature and authentication of the Securities Administrator on the
        Certificates) or of any Mortgage Loan or related document or of MERS or the
        MERS
        System. The Trustee shall not be accountable for the use or application by
        the
        Master Servicer or the Securities Administrator, or for the use or application
        of any funds paid to the Master Servicer in respect of related Mortgage Loans
        or
        deposited in or withdrawn from the Distribution Account by the Master Servicer
        or the Securities Administrator. Neither the Trustee nor the Securities
        Administrator shall at any time have any responsibility or liability for
        or with
        respect to the legality, validity and enforceability of 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 Master 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 Master 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; any investment of monies
        by
        or at the direction of the Master Servicer or any loss resulting therefrom,
        it
        being understood that the Trustee shall remain responsible for any Trust
        Fund
        property that it may hold in its individual capacity and the Securities
        Administrator shall remain responsible for any Trust Fund property that it
        may
        hold in its individual capacity; the acts or omissions of the Master Servicer
        (other than as to the Securities Administrator, if it is also the Master
        Servicer, and as to the Trustee, if the Trustee shall assume the duties of
        the
        Master Servicer pursuant to Section 7.02 hereof, and then only for the acts
        or
        omissions of the Trustee as the successor Master Servicer), or any acts or
        omissions of, the Servicer or any Mortgagor; any action of the Master Servicer
        (other than as to the Securities Administrator, if it is the Master Servicer,
        and as to the Trustee, if the Trustee shall assume the duties of the Master
        Servicer pursuant to Section 7.02 hereof), or in the case of the Trustee
        the
        Securities Administrator or the Servicer taken in the name of the Trustee;
        the
        failure of the Master Servicer or the Servicer to act or perform any duties
        required of it as agent or on behalf of the Trustee or the Trust Fund hereunder;
        or any action by the Trustee taken at the instruction of the Master Servicer
        (other than if the Trustee shall assume the duties of the Master Servicer
        pursuant to Section 7.02 hereof, and then only for the actions of the Trustee
        as
        the successor Master 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,
        Custodian, Master Servicer and Securities Administrator May Own
        Certificates.

       

      The
        Trustee, the Custodian, the Master Servicer and the Securities Administrator
        in
        their respective individual capacities, or in any capacity other than as
        Trustee, Custodian, Master Servicer or Securities Administrator hereunder,
        may
        become the owner or pledgee of any Certificates with the same rights they
        would
        have if they were not Trustee, the Custodian, Master Servicer or Securities
        Administrator, as applicable, and may otherwise deal with the parties
        hereto.

       


      
        
          
          

        

        
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      SECTION
        8.05. Trustee’s
        and Securities Administrator’s Fees and Expenses.

       

      The
        Trustee (including in its capacity as the Custodian) shall be compensated
        by the
        Master Servicer for its services hereunder on behalf of the Trust Fund in
        the
        amount agreed upon by the Master Servicer and the Trustee. The Trustee Fee
        shall
        paid from a portion of the Master Servicing Fee. The Securities Administrator
        shall be compensated by the Master Servicer for its services hereunder from
        a
        portion of the Master Servicing Fee. In addition, the Trustee and the Securities
        Administrator will be entitled to recover from the Distribution Account pursuant
        to Section 4.03(a) all reasonable out-of-pocket expenses, disbursements and
        advances and the expenses of the Trustee (including for such purpose, any
        fees
        and expenses relating to its capacity as the Custodian hereunder) and the
        Securities Administrator, respectively, including without limitation, in
        connection with any filing that the Securities Administrator is required
        to make
        under Section 3.20 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 or the Securities Administrator,
        respectively, 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) (including the reasonable compensation, expenses
        and
        disbursements of its counsel) or incurred or made by the Securities
        Administrator under each of the Swap Agreement, the Supplemental Interest
        Trust
        or the Basis Risk Cap 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 Master Servicer, the Certificateholders or the Trust Fund hereunder
        or thereunder. If funds in the Distribution Account are insufficient therefor,
        the Trustee, the Custodian and the Securities Administrator 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 and Securities Administrator.

       

      The
        Trustee and Securities Administrator 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, each 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
        the
        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 or the Securities Administrator shall cease to be eligible in accordance
        with the provisions of this Section 8.06, the Trustee or the Securities
        Administrator, as applicable 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 and Securities Administrator.

       

      The
        Trustee and Securities Administrator (including the Securities Administrator
        as
        Certificate Registrar) may at any time resign and be discharged from the
        obligations hereby created by giving written notice thereof to the Depositor,
        the Seller, any NIMS Insurer, the Master Servicer 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 or, in the case of notice
        of
        resignation of the Securities Administrator, the Trustee (in consultation
        with
        the Depositor) shall promptly appoint a successor Securities Administrator
        that
        meets the requirements in Section 8.06 and is reasonably acceptable to any
        NIMS
        Insurer, by written instrument, with a copy of such written instrument delivered
        to (i) each of the resigning Trustee or Securities Administrator, as applicable,
        (ii) the successor Trustee or successor Securities Administrator, as applicable,
        and (iii) any NIMS Insurer. If no successor Trustee or successor Securities
        Administrator, as applicable, shall have been so appointed and having accepted
        appointment within 30 days after the giving of such notice of resignation,
        the
        resigning Trustee or Securities Administrator may petition any court of
        competent jurisdiction for the appointment of a successor Trustee or Securities
        Administrator, as applicable.

       

      If
        at any
        time the Trustee or the Securities Administrator (a) shall cease to be eligible
        in accordance with the provisions of Section 8.06 hereof and shall fail to
        resign after written request therefor by the Depositor or any NIMS Insurer
        or if
        at any time the Trustee or the Securities Administrator, (b) shall be legally
        unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver
        of
        the Trustee or the Securities Administrator, as applicable, or of its property
        shall be appointed, or any public officer shall take charge or control of
        the
        Trustee or the Securities Administrator, as applicable, or of its property
        or
        affairs for the purpose of rehabilitation, conservation or liquidation, or
        (iii)
        if the Trustee (in its capacity as Custodian) or the Securities Administrator
        fails to provide an assessment of compliance or an attestation report required
        under Section 3.16 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 3.20 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 3.20 or any other party
        to
        deliver information in a timely manner as set forth in Section 3.20) then
        the
        Depositor or any NIMS Insurer may remove the Trustee or the Trustee may remove
        the Securities Administrator, as applicable. If the Depositor or the Trustee
        removes the Trustee or the Securities Administrator, respectively under the
        authority of the immediately preceding sentence, the Depositor or the Trustee
        shall promptly appoint a successor Trustee or successor Securities
        Administrator, in each case, reasonably acceptable to the NIMS Insurer, and
        that
        meets the requirements of Section 8.06, as applicable, by written instrument,
        with a copy of such written instrument delivered to (i) the Trustee or the
        Securities Administrator, as applicable, so removed, (ii) the successor Trustee
        or successor Securities Administrator, as applicable, (iii) the Master Servicer
        and (iv) any NIMS Insurer.

       


      
        
          
          

        

        
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      The
        Majority Certificateholders (or any NIMS Insurer in the event of failure
        of the
        Trustee or Securities Administrator, as applicable, to perform its obligations
        hereunder) may at any time remove the Trustee or the Securities Administrator
        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 or successor Securities Administrator, as applicable, in
        each
        case, acceptable to the NIMS Insurer, in accordance with this
        Section.

       

      Any
        resignation or removal of the Trustee or the Securities Administrator and
        appointment of a successor Trustee or a successor Securities Administrator,
        pursuant to any of the provisions of this Section 8.07 shall not become
        effective until acceptance of appointment by the successor Trustee or a
        successor Securities Administrator, as applicable, as provided in Section
        8.08
        hereof. If the Trustee or the Securities Administrator 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 Securities Administrator shall also be reimbursed
        any outstanding and unpaid costs and expenses.

       

      Notwithstanding
        anything to the contrary contained herein, in the event that the Master Servicer
        resigns or is removed as Master Servicer hereunder, the Securities Administrator
        shall have the right to resign immediately as Securities Administrator by
        giving
        written notice to the Depositor and the Trustee, with a copy to each Rating
        Agency.

       

      SECTION
        8.08. Successor
        Trustee and Successor Securities Administrator.

       

      Any
        successor Trustee or successor Securities Administrator appointed as provided
        in
        Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor,
        any
        NIMS Insurer, the Seller and the Master Servicer and to its predecessor Trustee
        or predecessor Securities Administrator, as applicable, an instrument accepting
        such appointment hereunder, and thereupon the resignation or removal of the
        predecessor Trustee or predecessor Securities Administrator, as applicable,
        shall become effective, and such successor Trustee or successor Securities
        Administrator, 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 or Securities
        Administrator. The Depositor, the Seller, the Master Servicer and the
        predecessor Trustee or predecessor Securities Administrator, as applicable,
        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 or successor Securities Administrator, as applicable, all
        such
        rights, powers, duties and obligations.

       

      No
        successor Trustee or successor Securities Administrator shall accept appointment
        as provided in this Section 8.08 unless at the time of such acceptance such
        successor Trustee or successor Securities Administrator shall be eligible
        under
        the provisions of Section 8.06 hereof and the appointment of such successor
        Trustee or successor Securities Administrator 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 or successor Securities
        Administrator, as applicable, as provided in this Section 8.08, the successor
        Trustee or successor Securities Administrator shall mail notice of such
        appointment of a successor Trustee or Securities Administrator hereunder
        to all
        Holders of Certificates at their addresses as shown in the Certificate Register,
        to any NIMS Insurer and to each Rating Agency.

       


      
        
          
          

        

        
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      SECTION
        8.09. Merger
        or Consolidation of Trustee or Securities Administrator.

       

      Any
        entity into which the Trustee or the Securities Administrator 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 or the Securities
        Administrator shall be a party, or any entity succeeding to the corporate
        trust
        business of the Trustee or the Securities Administrator, shall be the successor
        of the Trustee or the Securities Administrator, as applicable, 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 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, 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 Master Servicer 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.

       

      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 Master 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;

       


      
        
          
          

        

        
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      (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 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.

       

      SECTION
        8.11. Limitation
        of Liability.

       

      The
        Certificates are executed by the Securities Administrator, not in its individual
        capacity but solely as Securities Administrator 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
        Securities Administrator 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 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 and any requesting Certificateholder with its most recent audited
        financial statements. The Trustee shall cooperate fully with the Seller,
        the
        Depositor and such Certificateholder and shall, subject to the first sentence
        of
        this Section 8.12(b), make available to the Seller, the Depositor 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 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.

       


      
        
          
          

        

        
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      (c) The
        Securities Administrator shall afford the Seller, the Depositor, the Trustee
        and
        each Certificateholder upon reasonable notice during normal business hours
        at
        its offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 or other
        office
        designated by the Securities Administrator, access to all records maintained
        by
        the Securities Administrator in respect of its duties hereunder and access
        to
        officers of the Securities Administrator responsible for performing such
        duties.
        The Securities Administrator shall cooperate fully with the Seller, the
        Depositor, the Trustee and such Certificateholder and shall, subject to the
        first sentence of this Section 8.12(c), make available to the Seller, the
        Depositor and such Certificateholder for review and copying such books,
        documents or records as may be reasonably requested with respect to the
        Securities Administrator’s duties hereunder. The Seller, the Depositor, the
        Trustee and the Certificateholders shall not have any responsibility or
        liability for any action or failure to act by the Securities Administrator
        and
        are not obligated to supervise the performance of the Securities Administrator
        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 and the
        Certificateholders.

       

      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.

       


      
        
          
          

        

        
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      SECTION
        8.16. Appointment
        of Custodian.

       

      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 having an interest
        in
        any Mortgage File held by such custodian. The 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 Seller shall pay from its own funds, without any right
        to
        reimbursement, the fees, costs and expenses of each custodian (including
        the
        costs of custodian’s counsel).

       

      SECTION
        8.17. Limitation
        of Liability of Trustee and Securities 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 Swap Agreement
        or
        the Basis Risk Cap Agreement. The Securities Administrator shall not have
        any
        liability for any failure or delay in payments to the Swap Account which
        are
        required under the Swap Agreement where such failure or delay is due to the
        failure or delay of the Swap Provider in making such payment to the Securities
        Administrator pursuant to the Swap Agreement. The Trustee and the Securities
        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 Securities Administrator of their respective duties or obligations under
        the
        Swap Agreement or the Basis Risk Cap Agreement, as applicable, except to
        the
        extent that the same is due to the Trustee’s or Securities Administrator’s, as
        applicable, negligence, willful misconduct or fraud.

       

      SECTION
        8.18. Closing
        Opinion of Counsel.

       

      On
        or
        before the Closing Date, the Securities Administrator 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
        Securities Administrator and the enforceability thereof.

       


      
        
          
          

        

        
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      ARTICLE
        IX

       

      REMIC
        ADMINISTRATION

       

       

      SECTION
        9.01. REMIC
        Administration.

       

      (a) As
        set
        forth in the Preliminary Statement to this Agreement, three REMIC elections
        shall be made by the Trust Fund. The Trustee shall sign and the Securities
        Administrator shall 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
        Securities Administrator 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.

       

      (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 Securities Administrator
        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 Securities Administrator in fulfilling its duties hereunder
        (including the Securities Administrator’s duties as tax return
        preparer).

       

      (d) The
        Securities Administrator 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 Securities Administrator. Notwithstanding the foregoing,
        the Securities Administrator 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.
        Because certain Classes of Regular Certificates are expected to be issued
        to one
        Person (which intends to continue to hold the Regular Certificates indefinitely
        and, in any case, for at least 30 days), the Securities Administrator, 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 Securities Administrator.

       


      
        
          
          

        

        
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      (e) The
        Securities Administrator 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 Securities Administrator, 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. In
        addition, the Securities Administrator shall have no information or other
        tax
        reporting obligations with respect to the Supplemental Interest Trust, which
        shall be treated for federal income tax purposes as an entity disregarded
        from
        the holder of the Class C Certificates.

       

      (f) Each
        of
        the Master Servicer, Trustee and the Securities Administrator (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, the Securities
        Administrator 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 the Securities Administrator 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 Master Servicer,
        the Securities Administrator, 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 Securities Administrator 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 Securities Administrator 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
        Securities Administrator 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.

       


      
        
          
          

        

        
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      (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) None
        of
        the Trustee, the Master Servicer or the Securities Administrator shall enter
        into any arrangement by which any REMIC created hereunder will receive a
        fee or
        other compensation for services.

       

      (k) The
        Securities Administrator shall treat each of the Basis Risk Reserve Fund,
        the
        Basis Risk Cap Replacement Receipts Account, the Basis Risk Cap Termination
        Receipts Account, the Swap Account, the Swap Replacement Receipts Account,
        the
        Swap Termination Receipts Account, and the Supplemental Interest Trust as
        an
        outside reserve fund 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.

       

      (l) The
        Securities Administrator shall treat the beneficial owners of the LIBOR
        Certificates as having entered into a notional principal contract with the
        Class
        C Certificateholders. Under the notional principal contract, the beneficial
        owners of the LIBOR Certificates shall be treated as having made payments
        to the
        Class C Certificateholders to the extent of any Class I Shortfalls allocated
        to
        their LIBOR Certificates. On each Distribution Date, Class I Shortfalls will
        be
        first allocated to each Class of LIBOR Certificates to the extent that the
        interest accrued on such Class at the applicable Pass-Through Rate exceeds
        the
        interest accrued on such Class at the Middle-Tier WAC Cap. To the extent
        the
        Class I Shortfalls for any Distribution Date exceed aggregate amount of interest
        accrued on the LIBOR Certificates based on their respective Pass-Through
        Rates,
        then remaining Class I Shortfalls will be paid from amounts otherwise
        distributable as principal on the LIBOR Certificates in the absence of such
        Class I Shortfall. Any payments made on the LIBOR Certificates in respect
        of
        Basis Risk Shortfalls shall be treated as payments made by the Class C
        Certificateholders pursuant to the notional principal contract. Thus, for
        federal income tax purposes, each LIBOR Certificate shall be treated as
        representing both ownership of a REMIC regular interest and an interest in
        a
        notional principal contract. For tax information reporting purposes, it will
        be
        assumed that the notional principal contract portion of each Class of LIBOR
        Certificates will have only nominal value unless and until an applicable
        taxing
        authority requires use of a different value.

       

      (m) 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 Master 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 Master 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 Master 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.

       


      
        
          
          

        

        
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      ARTICLE
        X

       

      TERMINATION

       

       

      SECTION
        10.01. Termination.

       

      (a) The
        respective obligations and responsibilities of the Seller, the Depositor,
        the
        Master Servicer, the Securities Administrator and the Trustee created hereby
        (other than the obligation of the Securities Administrator, as Paying Agent,
        to
        make certain payments to Certificateholders after the Final Distribution
        Date
        and the obligation of the Master Servicer to send certain notices as hereinafter
        set forth) shall terminate upon notice to the Trustee and the Securities
        Administrator upon the earliest of (i) the Distribution Date on which the
        Class Principal Balance of each Class of Certificates has been reduced to
        zero,
        (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.

       

      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) and
        REO
        Properties on such date is equal to or less than 10% of the Cut-off Date
        Collateral Balance (the “Call
        Option Date”),
        the
        Master 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 Master Servicing Fees and Servicing Fees allocable to such Mortgage
        Loans
        and REO Properties and all amounts, if any, then due and owing to the Trustee,
        the Master Servicer and the Securities Administrator under this Agreement,
        plus
        any
        Basis Risk Shortfalls then remaining unpaid or which is due to the exercise
        of
        such option, plus
        (C) any
        Swap Termination Payment payable to the Swap Provider as a result of a
        termination pursuant to this Section 10.01 (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 Master 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 Master 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 Master 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.

       


      
        
          
          

        

        
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      If
        the
        Master Servicer does not exercise its option as described above, then the
        NIMS
        Insurer shall have the right to direct the Master Servicer to exercise such
        option and (i) the NIMS Insurer shall remit the Termination Price in immediately
        available funds to the Master Servicer at least three Business Days prior
        to the
        applicable Distribution Date and, upon receipt of such funds from the NIMS
        Insurer, the Master 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 Master 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 Master 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
        Master Servicer’s negligence, bad faith or willful misconduct.

       

      In
        connection with any such purchase pursuant to the preceding paragraph, the
        Master Servicer shall deposit in the Distribution Account all amounts then
        on
        deposit in the Distribution Account, which deposit shall be deemed to have
        occurred immediately preceding such purchase.

       


      
        
          
          

        

        
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      (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 Master 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 Securities Administrator,
        the Master Servicer, the Basis Risk Cap Provider, the Swap Provider 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, or request the Master Servicer to 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.

       

      (c) Upon
        presentation and surrender of the Certificates, the Securities Administrator,
        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 on the Final Distribution Date, such amounts, if any, shall
        be
        distributed to the Class A-1A, Class A-1B and Class A-1C Certificates,
pro
        rata
        up to
        the amount by which the aggregate Class Principal Balance of the classes
        of
        Senior Certificates on such date is greater than the Pool Balance 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
        Securities Administrator 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 Master
        Servicer shall be entitled to all unclaimed funds and other assets which
        remain
        subject hereto, and the Securities Administrator and the Trustee upon transfer
        of such funds shall be discharged of any responsibility for such funds, and
        the
        Certificateholders shall look to the Master Servicer for payment.

       


      
        
          
          

        

        
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      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:

       

      (i) The
        Trustee at the direction of the Securities Administrator shall sell any
        remaining assets of the Trust Fund to Wells Fargo Bank, N.A. or its designee,
        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
        Securities Administrator 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 Securities Administrator obtained at the
        expense of the Seller.

       

      (b) By
        their
        acceptance of Certificates, the Holders thereof hereby agree to appoint the
        Trustee and the Securities Administrator as their attorneys 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 Securities Administrator
        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.

       


      
        
          
          

        

        
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      ARTICLE
        XII 

       

      MISCELLANEOUS
        PROVISIONS

       

      SECTION
        12.01. Amendment.

       

      This
        Agreement may be amended from time to time by the Seller, the Depositor,
        the
        Master Servicer, the Securities Administrator and the Trustee, with the consent
        of any NIMS Insurer, but without the consent of the Swap Provider (except
        to the
        extent that the rights or obligations of the Swap Provider under the Swap
        Agreement are affected thereby, and except to the extent the ability of the
        Securities Administrator on behalf of the Supplemental Interest Trust and
        the
        Trust Fund to perform fully and timely its obligations under the Swap Agreement
        is adversely affected, in which case prior written consent of the Swap Provider
        is required), without the consent of the Certificateholders and, with respect
        to
        any amendment that adversely affects the interest of the Credit Risk Manager,
        with the prior written consent of the Credit Risk Manager, (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  (iii) above shall not adversely
        affect in any material respect the interests of any Certificateholder;
provided,
        further,
        that
        any such action listed in (iii) above shall be deemed not to adversely affect
        in
        any material respect the interests of any Certificateholder, if evidenced
        by
        either (i) written notice to the Depositor, the Seller, the Master
        Servicer, the Securities Administrator, any NIMS Insurer and the Trustee
        from
        each 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 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, is permitted by the Agreement and all
        the
        conditions precedent, if any, have been complied with, delivered to the Trustee,
        the Securities Administrator, the Master Servicer and any NIMS
        Insurer.

       

      In
        addition, this Agreement may be amended from time to time by Seller, the
        Depositor, the Master Servicer, the Securities Administrator, and the Trustee
        with the consent of any NIMS Insurer, the Majority Certificateholders, but
        without the consent of the Swap Provider (except to the extent that the rights
        or obligations of the Swap Provider under the Swap Agreement are affected
        thereby, and except to the extent the ability of the Trustee on behalf of
        the
        Supplemental Interest Trust and the Trust Fund to perform fully and timely
        its
        obligations under the Swap Agreement is adversely affected, in which case
        prior
        written consent of the Swap Provider is required) and with respect to any
        amendment that materially and adversely affects the interest of the Credit
        Risk
        Manager, with the prior written consent of the Credit Risk Manager, 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 Deutsche Bank National
        Trust Company, 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.

       


      
        
          
          

        

        
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      Notwithstanding
        any provision of this Agreement to the contrary, each of the Trustee and
        the
        NIMS Insurer shall not consent to any amendment to 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 the imposition of 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.

       

      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 Securities Administrator or 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
        Master Servicer, 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, the Master Servicer and Securities Administrator 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.

       

      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.

       


      
        
          
          

        

        
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      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, the
        Securities Administrator 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.

       

      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.

       


      
        
          
          

        

        
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      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 Master Servicer,
        the
        Securities Administrator and the Trustee in writing by the Seller, (b) in
        the
        case of the Trustee, to the Corporate Trust Office or such other address
        or
        telecopy number as may hereafter be furnished to the Depositor, the Master
        Servicer, the Securities Administrator and the Seller in writing by the Trustee,
        (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 Master Servicer, the
        Securities Administrator and the Trustee in writing by the Depositor; (d)
        in the
        case of the Master Servicer or Securities Administrator, for certificate
        transfer purposes, at its Corporate Trust Office 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 2007-5), Facsimile no.: (410) 715-2380, or such other address or telecopy
        number as may be furnished to the Depositor, the Seller and the Trustee in
        writing by the Master Servicer or the Securities Administrator, as applicable;
        (e) in the case of the Credit Risk Manager, Clayton Fixed Income Services
        Inc.,
        1700 Lincoln Street, Suite 1600, Denver, Colorado 80203, Attention: General
        Counsel and (f) in the case of the Basis Risk Cap Provider and the Swap
        Provider, to The Royal Bank of Scotland plc Level 4, 135 Bishopsgate, London
        EC2M 3UR, Attention: Swap Administration, telephone no. +44 20 7085 5000,
        facsimile no. +44 20 7085 5050, with a copy to Greenwich Capital Markets,
        Inc.,
        600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal Department
        Derivatives Documentation, telephone no. (203) 618-2531, facsimile no. (203)
        618-2533. 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 Securities Administrator to the Depositor
        pursuant to Section 3.19 may be delivered by the Securities Administrator,
        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 Securities Administrator in writing by
        the
        Depositor.


      
        
          
          

        

        
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      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.

       

      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 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 Master Servicer, the Securities Administrator
        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 Master 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 Master
        Servicer:

       

      (c) The
        Master Servicer shall promptly furnish to each Rating Agency copies of the
        following, unless such documents were made available on the Securities
        Administrator’s website:

       

      (i) each
        Distribution Date Statement described in Section 5.04 hereof;

       

      (ii) each
        annual statement as to compliance described in Section 3.17 hereof;

       

      (iii) each
        annual assessment of compliance and attestation report described in Section
        3.16
        hereof; and

       

      (iv) each
        notice delivered pursuant to Section 5.05(b) hereof which relates to the
        fact
        that the Master Servicer has not made an Advance.

       


      
        
          
          

        

        
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      (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

      


      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
        Depositor shall promptly notify the Custodian, the Securities Administrator
        and
        the Trustee in writing of the issuance of any Class of NIM Notes 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 NIM Notes remaining outstanding
        or
        the NIMS Insurer is owed amounts in respect of its guarantee of payment of
        such
        NIM Notes. The Swap Provider 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
        Swap Agreement remains outstanding or the Swap Provider is owed amounts in
        respect of the Swap Agreement. 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 Swap Provider and its successors
        and assignees under the Swap 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.

       


      
        
          
          

        

        
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      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 or the Securities
        Administrator and, when expressly required under this Agreement, to the Master
        Servicer. 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
        Securities Administrator 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 Securities Administrator’s possession). Any reasonable
        out-of-pocket expenses incurred by the Securities Administrator in providing
        copies of such documents shall be reimbursed by the Depositor.

       


      
        
          
          

        

        
          165

          
            

          

        

        
          
          

        

      


      SECTION
        12.14. Transfer
        of Servicing.

       

      The
        Master Servicer shall not consent to or approve the assignment of the Servicing
        Agreement or the servicing thereunder or the delegation of a substantial
        portion
        of the Servicer’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. The Master Servicer
        (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.

       

      SECTION
        12.15. [Reserved]

       

      


       


      
        
          
          

        

        
          166

          
            

          

        

        
          
          

        

      


      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/
        Vinu Phillips
                                        

      Name:
        Vinu Phillips

      
        	 	 	
                Title:
                  Senior Vice President

              


      

       

      GREENWICH
        CAPITAL FINANCIAL

      PRODUCTS,
        INC., as Seller

       

      By:       /s/
        Vinu Phillips
                                        

      Name:
        Vinu Phillips

      
        	 	 	
                Title:
                  Senior Vice President

              


      

       

      WELLS
        FARGO BANK, N.A., 

      as
        Master
        Servicer

      


      By:     /s/
        Graham M.
        Oglesby                                 

      Name:
        Graham M. Oglesby

      Title:
        Vice President

       

      WELLS
        FARGO BANK, N.A., 

      as
        Securities Administrator

       

      By:     /s/
        Graham M.
        Oglesby                                 

      Name:
        Graham M. Oglesby

      Title:
        Vice President

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DEUTSCHE
        BANK NATIONAL TRUST

      COMPANY,
        as Trustee and Custodian

       

      By:   /s/
        Radha
        Nilakantan                               

      Name:
        Radha Nilakantan

      Title:
        Authorized Signer

       

      By:   /s/
        Mei
        Nghia                                          

      Name:
        Mei
        Nghia

      Title:
        Authorized Signer

       

      CLAYTON
        FIXED INCOME SERVICES INC.,

      as
        Credit
        Risk Manager

       

      By:   /s/
        Kevin J.
        Kanouff                                 

      Name:
        Kevin J. Kanouff

      Title:
        President and General Counsel

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


          

        EXHIBIT
          A

         

        FORM
          OF SENIOR CERTIFICATE

         

        CLASS
          A-1[ ] CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        IF
          THE
          RATING OF THIS CERTIFICATE IS BELOW “AA-” OR ITS EQUIVALENT WHEN IT IS ACQUIRED,
          THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
          REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
          PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF
          1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF
          THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
          OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
          THE
          TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING
          UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE
          WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN
          SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT
          THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS
          I AND
          III OF PTCE 95-60.

         

        ON
          OR
          PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT, 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.

         


        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        


        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:

                	 	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date:

                	 	
                  July
                    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:

                	 	
                  [     ]

                
	 	 	 
	
                  Class:

                	 	
                  A-1[    
                    ]

                
	 	 	 
	
                  Assumed
                    Final Distribution Date:

                	 	
                  September
                    2037

                


        

        


        



        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        


        HarborView
          Mortgage Loan Trust 

        Mortgage
          Loan Pass-Through Certificates, Series 2007-5

        Class
          A-1[ ]

         

        evidencing
          the Percentage Interest in the distributions allocable to the Certificates
          of
          the above-referenced Class with respect to the Trust Fund consisting primarily
          of fixed and adjustable rate, 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 June 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
          Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
          and as securities administrator (in such capacity, the “Securities
          Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
          capacity, the “Trustee”) and as a custodian (in such capacity, a “Custodian”).
          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,
          the
          Master Servicer, the Securities Administrator 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 Securities Administrator and Certificate Registrar
          has
          caused this Certificate to be duly executed.

         

        Dated:
          July ___, 2007

         

        WELLS
          FARGO BANK, N.A.,

        as
          Securities Administrator 

        


        


        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

         

        CLASS
          B-[
          ] CERTIFICATE

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
          BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
&
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
          BY OR TO
          ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

         

        IF
          THE
          RATING OF THIS CERTIFICATE IS BELOW “AA-” OR ITS EQUIVALENT WHEN IT IS ACQUIRED,
          THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
          REPRESENTED AND WARRANTED THAT (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
          PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF
          1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF
          THE CODE (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
          OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
          THE
          TRANSFER OR (B) IF THIS CERTIFICATE HAS BEEN THE OBJECT OF AN ERISA-QUALIFYING
          UNDERWRITING, THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE
          WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN
          SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT
          THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS
          I AND
          III OF PTCE 95-60.

         

        ON
          OR
          PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT, 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.:

                	 	
                  [    ]

                
	 	 	 
	
                  Cut-Off
                    Date:

                	 	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date:

                	 	
                  July
                    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:

                	 	
                  [     ]

                
	 	 	 
	
                  Class:

                	 	
                  B-[     ]

                
	 	 	 
	
                  Assumed
                    Final Distribution Date:

                	 	
                  September
                    2037

                


        


        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        


        HarborView
          Mortgage Loan Trust

        Mortgage
          Loan Pass-Through Certificates, Series 2007-5

        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 fixed and adjustable rate, 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 June 1, 2007 (the
“Agreement”) among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products, Inc., as seller (the
“Seller”), Clayton Fixed Income Services Inc., as credit risk manager, Wells
          Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”)
          and as securities administrator (in such capacity, the “Securities
          Administrator”) and Deutsche Bank National Trust Company, as trustee (in such
          capacity, the “Trustee”) and as a custodian (in such capacity, a “Custodian”).
          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,
          the
          Master Servicer, the Securities Administrator 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 Securities Administrator and Certificate Registrar
          has
          caused this Certificate to be duly executed.

         

        Dated:
          July ___, 2007

         

        WELLS
          FARGO BANK, N.A.,

        as
          Securities Administrator 

        


        


        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 IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND
          WILL NOT
          ACCRUE INTEREST. 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 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, (B) TO
          A PERSON
          IT REASONABLY BELIEVES IS 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, OR (C) TO AN INSTITUTIONAL “ACCREDITED
          INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
          UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT,
          OR FOR
          THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
          PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
          ANY
          DISTRIBUTION IN VIOLATION OF THE 1933 ACT, SUBJECT TO THE TRUSTEE’S RIGHT PRIOR
          TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE
          OF
          TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
          AGREEMENT.

         

        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.:

                	 	
                  [    ]

                
	 	 	 
	
                  Cut-Off
                    Date:

                	 	
                  June
                    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 2007-5

        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 fixed and adjustable rate, 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 monthly as set forth herein
          and in
          the pooling and servicing agreement dated as of June 1, 2007 (the “Agreement”)
          among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
          Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Clayton
          Fixed Income Services Inc., as credit risk manager, Wells Fargo Bank, N.A.,
          as
          master servicer (in such capacity, the “Master Servicer”) and as securities
          administrator (in such capacity, the “Securities Administrator”) and Deutsche
          Bank National Trust Company, as trustee (in such capacity, the “Trustee”) and as
          a custodian (in such capacity, a “Custodian”). 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, the Master Servicer, the Securities
          Administrator or the Trustee referred to below or any of their respective
          affiliates.

         

        This
          certifies that [________________________] 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 Securities Administrator
          or
          the Certificate Registrar, 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 Securities Administrator 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 Securities Administrator and Certificate Registrar
          has
          caused this Certificate to be duly executed.

         

        Dated:
          July ___, 2007

         

        WELLS
          FARGO BANK, N.A.,

        as
          Securities Administrator 

        


        


        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. 

         

        THIS
          CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND
          WILL NOT
          ACCRUE INTEREST. 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 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, (B) TO
          A PERSON
          IT REASONABLY BELIEVES IS 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, OR (C) TO AN INSTITUTIONAL “ACCREDITED
          INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
          UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT,
          OR FOR
          THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
          PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,
          ANY
          DISTRIBUTION IN VIOLATION OF THE 1933 ACT, SUBJECT TO THE TRUSTEE’S RIGHT PRIOR
          TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE
          OF
          TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
          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.:

                	 	
                  [    ]

                
	 	 	 
	
                  Cut-Off
                    Date:

                	 	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date:

                	 	
                  July
                    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 2007-5

        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 fixed and adjustable rate, 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 monthly as set forth herein
          and in
          the pooling and servicing agreement dated as of June 1, 2007 (the “Agreement”)
          among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
          Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Clayton
          Fixed Income Services Inc., as credit risk manager, Wells Fargo Bank, N.A.,
          as
          master servicer (in such capacity, the “Master Servicer”) and as securities
          administrator (in such capacity, the “Securities Administrator”) and Deutsche
          Bank National Trust Company, as trustee (in such capacity, the “Trustee”) and as
          a custodian (in such capacity, a “Custodian”). 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, the Master Servicer, the Securities
          Administrator or the Trustee referred to below or any of their respective
          affiliates.

         

        This
          certifies that [________________________] 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 Securities Administrator
          or
          the Certificate Registrar, 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 Securities Administrator 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 Securities Administrator and Certificate Registrar
          has
          caused this Certificate to be duly executed.

         

        Dated:
          July ___, 2007

         

        WELLS
          FARGO BANK, N.A.,

        as
          Securities Administrator 

        


        


        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”).

         

        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 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, (B) TO
          A PERSON
          IT REASONABLY BELIEVES IS 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, OR (C) PURSUANT TO ANOTHER AVAILABLE
          EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO
          THE
          TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
          DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING
          AND
          SERVICING AGREEMENT.

         

        NEITHER
          THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY
          BE
          TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH
          DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE (I) AN AFFIDAVIT
          STATING (A) THAT THE PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION”
WITHIN THE MEANING OF SECTION 860E(E)(5) OF THE INTERNAL REVENUE CODE OF
          1986,
          AS AMENDED (THE “CODE”) AND IS NOT PURCHASING THE CERTIFICATE ON BEHALF OF A
          DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID
          OR
          IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN THE CASE OF A NON-U.S.
          PERSON, THAT THE PROPOSED TRANSFEREE IS A NON-U.S. PERSON THAT HOLDS A
          RESIDUAL
          CERTIFICATE IN CONNECTION WITH THE CONDUCT OF A TRADE OR BUSINESS WITHIN
          THE
          UNITED STATES AND HAS FURNISHED THE TRANSFEROR AND THE TRUSTEE WITH AN
          EFFECTIVE
          INTERNAL REVENUE SERVICE FORM 4224 OR SUCCESSOR FORM AT THE TIME AND IN
          THE
          MANNER REQUIRED BY THE CODE.

         


        
          
            
            

          

          
            C-3-1

            
              

            

          

          
            
            

          

        


        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.

         

        


        
          	
                  Certificate
                    No.:

                	 	
                  1

                
	 	 	 
	
                  Cut-Off
                    Date:

                	 	
                  June
                    1, 2007

                
	 	 	 
	
                  Percentage
                    Interest:

                	 	
                  100%

                
	 	 	 
	
                  Class:

                	 	
                  R

                
	 	 	 


        

        


        



        
          
            
            

          

          
            C-3-2

            
              

            

          

          
            
            

          

        


        HarborView
          Mortgage Loan Trust

        Mortgage
          Loan Pass-Through Certificates, Series 2007-5

        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 fixed and adjustable rate, 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 monthly as set forth herein
          and in
          the pooling and servicing agreement dated as of June 1, 2007 (the “Agreement”)
          among Greenwich Capital Acceptance, Inc., as depositor (the “Depositor”),
          Greenwich Capital Financial Products, Inc., as seller (the “Seller”), Clayton
          Fixed Income Services Inc., as credit risk manager, Wells Fargo Bank, N.A.,
          as
          master servicer (in such capacity, the “Master Servicer”) and as securities
          administrator (in such capacity, the “Securities Administrator”) and Deutsche
          Bank National Trust Company, as trustee (in such capacity, the “Trustee”) and as
          a custodian (in such capacity, a “Custodian”). 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, the Master Servicer, the Securities
          Administrator or the Trustee referred to below or any of their respective
          affiliates.

         

        This
          certifies that [________________________] 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 Securities Administrator
          or
          the Certificate Registrar, or (ii) if this Certificate has been the subject
          of
          an ERISA-qualifying underwriting, 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-3-3

            
              

            

          

          
            
            

          

        


        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 Securities Administrator 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-3-4

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Securities Administrator and Certificate Registrar
          has
          caused this Certificate to be duly executed.

         

        Dated:
          July ___, 2007

         

        WELLS
          FARGO BANK, N.A.,

        as
          Securities Administrator 

        


        


        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-3-5

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D

         

        FORM
          OF REVERSE CERTIFICATE

         

        HARBORVIEW
          MORTGAGE LOAN TRUST 2007-5

        Mortgage
          Loan Pass-Through Certificates, Series 2007-5

        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
          2007-5 (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 July 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 Master Servicer,
          the
          Securities Administrator, 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 multiples of $1 in excess thereof, provided,
          however,
          that
          the underwriter will only sell offered certificates to initial investors
          in
          minimum total investment amounts of $100,000.

         

        Each
          of
          the Class C and Class P Certificates shall be issued in a minimum Percentage
          Interest of 5% and in integral percentage multiples of 1% in excess
          thereof.

         

        The
          Class
          R Certificate shall be issued as a single certificate and will be maintained
          in
          physical form.

         

        The
          Depositor, the Seller, the Master Servicer, the Securities Administrator,
          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 Master
          Servicer, the Securities Administrator, 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 and REO Properties 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.

         


        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        


        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-3

            
              

            

          

          
            
            

          

        


        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-4

            
              

            

          

          
            
            

          

        


        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-5

            
              

            

          

          
            
            

          

        


        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 that certain Pooling and Servicing
          Agreement dated as of June 1, 2007, among Greenwich Capital Acceptance,
          Inc., as
          Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wells
          Fargo
          Bank, N.A., as Master Servicer and Securities Administrator, Clayton Fixed
          Income Services Inc., as Credit Risk Manager and Deutsche Bank National
          Trust
          Company, as Trustee and Custodian (the “Pooling and Servicing Agreement”), the
          undersigned [Master Servicer] [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 [Master Servicer] [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 [Master Servicer] [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 [Master Servicer] [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
          [Master Servicer] [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
                    2007-5

                


        

        


         

        Ladies

          and Gentlemen:

         

        Pursuant
          to Section 2.01 of the Pooling and Servicing Agreement dated as of June
          1, 2007,
          among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital
          Financial Products, Inc., as Seller, Wells Fargo Bank, N.A., as Master
          Servicer
          and Securities Administrator, Clayton Fixed Income Services Inc., as Credit
          Risk
          Manager and Deutsche Bank National Trust Company, as Trustee and Custodian,
          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.

         

        


         

        DEUTSCHE
          BANK NATIONAL TRUST COMPANY, as Trustee and Custodian

         

        


        


        By:                                           


        Name:

        Title:

         

        


         

        Dated:
          

         


        
          
            
            

          

          
            G-1-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          1

         

        MORTGAGE
          LOAN SCHEDULE

         

        [To
          be retained in a separate closing binder entitled “HarborView 2007-5 Mortgage
          Loan Schedule” at the Washington DC offices of McKee Nelson LLP] 

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          2

         

        EXCEPTION
          REPORT

         

        [To
          be retained in a separate closing binder entitled “HarborView 2007-5 Mortgage
          Loan Schedule” at the Washington DC offices of McKee Nelson LLP]

         


        
          
            
            

          

          
            Exhibit-2-1

            
              

            

          

          
            
            

          

        


        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

                	 
	 	 
	
                  Wells
                    Fargo Bank, N.A.

                  9062
                    Old Annapolis Road

                  Columbia,
                    Maryland 21045

                	 


        

        


         

        
          	
                  Re:

                	
                  Pooling
                    and Servicing Agreement dated as of June 1, 2007, among Greenwich
                    Capital
                    Acceptance, Inc., as Depositor, Greenwich Capital Financial Products,
                    Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and
                    Securities
                    Administrator, Clayton Fixed Income Services Inc., as Credit
                    Risk Manager
                    and Deutsche Bank National Trust Company, as Trustee and Custodian,
                    HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                    Series 2007-5 
                    

                


        

         

        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.

                


        

         


        
          
            
            

          

          
            G-2-1

            
              

            

          

          
            
            

          

        


        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.

         

        Capitalized
          words and phrases used herein but not otherwise defined herein shall have
          the
          respective meanings assigned to them in the Pooling and Servicing
          Agreement.

         

        


         

        DEUTSCHE
          BANK NATIONAL TRUST COMPANY, as Trustee and Custodian

         

        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

                	 
	 	 
	
                  Wells
                    Fargo Bank, N.A.

                  9062
                    Old Annapolis Road

                  Columbia,
                    Maryland 21045

                	 


        

        


         

        
          	
                  Re:

                	
                  Pooling
                    and Servicing Agreement dated as of June 1, 2007, among Greenwich
                    Capital
                    Acceptance, Inc., as Depositor, Greenwich Capital Financial Products,
                    Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and
                    Securities
                    Administrator, Clayton Fixed Income Services Inc., as Credit
                    Risk Manager
                    and Deutsche Bank National Trust Company, as Trustee and Custodian,
                    HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                    Series 2007-5  

                


        

         

        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.

         


        
          
            
            

          

          
            G-3-1

            
              

            

          

          
            
            

          

        


        Capitalized
          words and phrases used herein but not otherwise defined herein shall have
          the
          respective meanings assigned to them in the Pooling and Servicing
          Agreement.

         

        


         

        DEUTSCHE
          BANK NATIONAL TRUST COMPANY, as Trustee and Custodian

         

        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 Deutsche Bank
          National Trust Company, as trustee on behalf of HarborView Mortgage Loan
          Trust
          2007-5, Mortgage Loan Pass-Through Certificates, Series 2007-5, to accept
          the
          transfer of the above described loan from the Seller.

         

        The
          Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich
          Capital Acceptance, Inc. and hold them harmless for any losses incurred
          by such
          parties resulting from the fact that the above described Note has been
          lost or
          misplaced.

         

        


        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 CERTIFICATES

        


         

        [Date]

        


        Greenwich
          Capital Acceptance, Inc.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

         

        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Rd.

        Columbia,
          MD 21045

         

        
          	
                  Re:
                    

                	
                  HarborView
                    Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                    Series
                    2007-5, Class R

                


        

         

        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 2007-5, 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 June 1, 2007 (the “Agreement”) among Greenwich Capital
          Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
          as
          Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
          Clayton Fixed Income Services Inc., as Credit Risk Manager and Deutsche
          Bank
          National Trust Company, as Trustee and Custodian, 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 but not otherwise defined 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 Rd.

        Columbia,
          MD 21045

        


         

        Re:
          HarborView Mortgage Loan Trust Mortgage Loan Pass-Through

        Certificates,
          Series 2007-5, 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.  In
          the
          case of ERISA-Restricted Certificates, 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 2007-5,
          and is
          an insurance company which is purchasing such Certificates with funds contained
          in an “insurance company general account” (as such term is defined in Section
          V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the
          purchase and holding of such Certificates are covered under Section I and
          III of
          PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion
          of
          counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar,
          and upon which the Certificate Registrar and any NIMS Insurer shall be
          entitled
          to rely, to the effect that the purchase or holding of such Certificate
          by the
          Transferee will not result in a non-exempt prohibited transaction under
          Section
          406 of ERISA or Section 4975 of the Code and will not subject the Trustee,
          the
          Certificate Registrar, the Servicer, any NIMS Insurer or the Depositor
          to any
          obligation in addition to those undertaken by such entities in the Pooling
          and
          Servicing Agreement, which opinion of counsel shall not be an expense of
          the
          Trustee, the Certificate Registrar the Depositor or the Trust Fund.

         


        
          
            
            

          

          
            I-2-1

            
              

            

          

          
            
            

          

        


        3. In
          the
          case of ERISA-Restricted Trust Certificates, 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.

         

        4. The
          Transferee hereby acknowledges that under the terms of the Pooling and
          Servicing
          Agreement dated as of June 1, 2007 (the “Agreement”) among Greenwich Capital
          Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc.,
          as
          Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
          Clayton Fixed Income Services Inc., as Credit Risk Manager and Deutsche
          Bank
          National Trust Company, as Trustee and Custodian, no transfer of any
          ERISA-Restricted Certificate in the form of a Definitive Certificate shall
          be
          permitted to be made to any person unless the Depositor and the Certificate
          Registrar have received a certificate from such transferee in the form
          hereof.

         

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Pooling and Servicing Agreement.

         

        IN
          WITNESS WHEREOF, the Transferee has executed this certificate.

         

        


         

        _________________________________

        [Transferee]

         

        By:______________________________

        Name:

        Title:

        


        


        
          
            
            

          

          
            I-2-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          J-1

         

        FORM
          OF INVESTMENT LETTER [NON-RULE 144A]

         

        [date]

         

        


        Greenwich
          Capital Acceptance, Inc.

        600
          Steamboat Road

        Greenwich,
          Connecticut 06830

         

        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Rd.

        Columbia,
          MD 21045

         

        
          	
                  Re:
                    

                	
                  HarborView
                    Mortgage Loan Trust Mortgage Loan Pass-Through Certificates,
                    Series
                    2007-5, 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 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 but not otherwise defined 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 Rd.

        Columbia,
          MD 21045

        


         

        
          	
                  Re:
                    

                	
                  HarborView
                    Mortgage Loan Trust 2007-5, Mortgage Loan Pass-Through Certificates,
                    Series 2007-5, 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 but not otherwise defined 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.

         

        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.

         


        
          
            
            

          

          
            J-2-4

            
              

            

          

          
            
            

          

        


                                                   

        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 06830

        


        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

         

        
          	
                  Re:
                    

                	
                  HarborView
                    Mortgage Loan Trust 2007-5 Mortgage Loan Pass-Through Certificates,
                    Series
                    2007-5, Class R

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with our proposed transfer of an Ownership Interest in the Class
          R
          Certificates, 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 Certificates 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 CERTIFICATES

        PURSUANT
          TO SECTION 6.02(e)

         

        HARBORVIEW
          MORTGAGE LOAN TRUST 2007-5

        MORTGAGE
          LOAN PASS-THROUGH CERTIFICATES, SERIES 2007-5, 

        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 Certificates
                    (the
                    “Certificate”) issued pursuant to the Pooling and Servicing Agreement,
                    (the “Agreement”) dated as of June 1, 2007, relating to the
                    above-referenced Certificates, among Greenwich Capital Acceptance,
                    Inc.,
                    as Depositor, Greenwich Capital Financial Products, Inc., as
                    Seller, Wells
                    Fargo Bank, N.A., as Master Servicer and Securities Administrator,
                    Clayton
                    Fixed Income Services Inc., as Credit Risk Manager and Deutsche
                    Bank
                    National Trust Company, as Trustee and Custodian. 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

         

        FORM
          OF BACK-UP SARBANES-OXLEY CERTIFICATION

         

        [  ]

        [  ]

        [  ]

        


         

        [_______],
          the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
          the Master Servicer and the Securities Administrator, 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, the Master Servicer
          and
          the Securities Administrator. Any material instances of noncompliance described
          in such reports have been disclosed to the Depositor, the Master Servicer
          and
          the Securities Administrator. Any material instance of noncompliance with
          the
          Servicing Criteria has been disclosed in such reports.


        
          
            
            

          

          
            M-1

            
              

            

          

          
            
            

          

        


         

        Capitalized
          terms used but not defined herein have the meanings ascribed to them in
          the
          Pooling and Servicing Agreement dated as of June 1, 2007 (the “Pooling and
          Servicing Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor,
          Greenwich Capital Financial Products, Inc., as Seller, Clayton Fixed Income
          Services Inc., as Credit Risk Manager, Wells Fargo Bank, N.A., as Master
          Servicer and Securities Administrator and Deutsche Bank National Trust
          Company,
          as Trustee and Custodian. Capitalized terms used but not defined herein
          shall
          have the meanings assigned to such terms in the Pooling and Servicing
          Agreement.

        


        


         

         

        [_______]

         

        as
          [_______]

        By:  

        Name:

        Title:

        Date:

        


        



        
          
            
            

          

          
            M-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N

         

        LIST
          OF SERVICERS AND SERVICING AGREEMENTS

         

        1. The
          Master Mortgage Loan Purchase and Servicing Agreement, dated as of May
          1, 2006,
          as amended by that certain Amendment Number One, dated as of June 1, 2007,
          between GCFP, American Home and American Home Servicing, as reconstituted
          pursuant to a Reconstituted Servicing Agreement dated as of June 1, 2007,
          by and
          among GCFP, Greenwich Capital Acceptance, Inc., American Home and American
          Home
          Servicing, and acknowledged by Wells Fargo Bank, N.A., as master servicer
          and
          securities administrator, and by Deutsche Bank National Trust Company,
          as
          trustee, as the same may be amended from time to time, and any assignments
          and
          conveyances related to the Mortgage Loans..

         


        
          
            
            

          

          
            N-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O

         

        TRANSACTION
          PARTIES

         

        
          	
                  Credit
                    Risk Manager

                	
                  Clayton
                    Fixed Income Services Inc.

                
	
                  Custodian

                	
                  Deutsche
                    Bank National Trust Company

                
	
                  Master
                    Servicer

                	
                  Wells
                    Fargo Bank, N.A.

                
	
                  Originator

                	
                  American
                    Home Mortgage Corp.

                
	
                  PMI
                    Insurer

                	
                  N/A

                
	
                  Securities
                    Administrator

                	
                  Wells
                    Fargo Bank, N.A.

                
	
                  Seller

                	
                  Greenwich
                    Capital Financial Products, Inc.

                
	
                  Servicer

                	
                  American
                    Home Mortgage Servicing, Inc.

                
	
                  Subservicer

                	
                  N/A

                
	
                  Basis
                    Risk Cap Provider

                	
                  The
                    Royal Bank of Scotland plc

                
	
                  Swap
                    Provider

                	
                  The
                    Royal Bank of Scotland plc

                
	
                  Trustee

                	
                  Deutsche
                    Bank National Trust Company

                


        

         

        



        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        


         

        EXHIBIT
          P


         

        FORM
          OF SUBSEQUENT TRANSFER AGREEMENT

        



        
          
            
            

          

          
            P-1

            
              

            

          

          
            
            

          

        


        


         

        EXHIBIT
          Q

         

        SERVICING
          CRITERIA

         

        


        The
          assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
          Fargo”), in its capacities as Master Servicer and Securities Administrator,
          shall address, at a minimum, the criteria identified as below as “Applicable
          Servicing Criteria:”

         

        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	
                  Criteria

                	 


        

        
          	 	
                  General
                    Servicing Considerations

                	 
	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                
	 	 	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	
                  X

                
	 	 	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	 
	 	 	 
	
                  1122(d)(1)(iv)

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

                	 
	 	 	 
	 	
                  Cash
                    Collection and Administration

                	 
	 	 	 
	
                  1122(d)(2)(i)

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

                	
                  X

                
	 	 	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  X

                
	 	 	 
	
                  1122(d)(2)(iii)

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

                	
                  X

                
	 	 	 
	
                  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

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Wells Fargo

                  
	
                    Reference

                  	
                    Criteria

                  	 


          

        

        
          	 	 	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                
	 	 	 
	
                  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.

                	
                   

                
	 	 	 
	
                  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.

                	 


        

         

        
          
            
            

          

          
            Q-2

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Wells Fargo

                  
	
                    Reference

                  	
                    Criteria

                  	 


          

        

        
          	 	 	 
	
                  1122(d)(4)(vi)

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

                	 
	 	 	 
	
                  1122(d)(4)(vii)

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

                	 
	 	 	 
	
                  1122(d)(4)(viii)

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

                	 
	 	 	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	 
	 	 	 
	
                  1122(d)(4)(x)

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

                	 
	 	 	 
	
                  1122(d)(4)(xi)

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

                	 
	 	 	 
	
                  1122(d)(4)(xii)

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

                	 
	 	 	 
	
                  1122(d)(4)(xiii)

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

                	 
	 	 	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	 	 	 
	
                  1122(d)(4)(xv)

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

                	
                  X

                
	 	 	 


        

        


         


        
          
            
            

          

          
            Q-3

            
              

            

          

          
            
            

          

        


        The
          assessment of compliance to be delivered by Deutsche Bank National Trust
          Company
          (“Deutsche Bank”), in its capacity as Custodian, shall address, at a minimum,
          the criteria identified as below as “Applicable Servicing
          Criteria”:

         

        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria
                    for Deutsche Bank

                
	
                  Reference

                	
                  Criteria

                	 


        

        
          	 	
                  General
                    Servicing Considerations

                	 
	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	 
	
                  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.

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	 
	
                  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.

                	 
	
                  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.

                	 
	
                  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.

                	 


        

         

        
          
            
            

          

          
            Q-4

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Deutsche Bank

                  
	
                    Reference

                  	
                    Criteria

                  	 


          

        

        
          	 	
                  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.

                	 
	
                  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.

                	 
	
                  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.

                	 
	
                  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.

                	 
	 	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(iv)

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

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	 
	
                  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.

                	 


        

         

        
          
            
            

          

          
            Q-5

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                    Servicing
                      Criteria

                  	
                    Applicable

                    Servicing

                    Criteria
                      for Deutsche Bank

                  
	
                    Reference

                  	
                    Criteria

                  	 


          

        

        
          	
                  1122(d)(4)(viii)

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

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	 
	
                  1122(d)(4)(x)

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

                	 
	
                  1122(d)(4)(xi)

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

                	 
	
                  1122(d)(4)(xii)

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

                	 
	
                  1122(d)(4)(xiii)

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

                	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	
                  1122(d)(4)(xv)

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

                	 


        

         


        
          
            
            

          

          
            Q-6

            
              

            

          

          
            
            

          

        


        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 Securities
          Administrator 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 [Monthly Statement]

                	 	
                  Servicer

                  Master
                    Servicer

                  Securities
                    Administrator

                
	
                  Any
                    information required by 1121 which is NOT included on the [Monthly
                    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,
                    Master Servicer, Securities Administrator and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	 	
                  Seller
                    (if a party to the Pooling and Servicing Agreement) or
                    Depositor

                
	
                  ▪
                    Depositor

                	 	
                  Depositor

                
	
                  ▪
                    Trustee

                	 	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ▪
                    Master Servicer

                	 	
                  Master
                    Servicer

                
	
                  ▪
                    Custodian

                	 	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	 	
                  Depositor

                
	
                  ▪
                    Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                    Administrator)

                	 	
                  Servicer

                


        

         

        
          
            
            

          

          
            R-1

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	 	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    Any other party contemplated by 1100(d)(1)

                	 	
                  Depositor

                
	
                  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)

                	 	
                  Securities
                    Administrator

                  Trustee

                
	
                  Item
                    5: Submission of Matters to a Vote of Security
                    Holders

                   

                  Information
                    from Item 4 of Part II of Form 10-Q

                	 	
                  Securities
                    Administrator

                  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*

                	 	 


        

         

        
          
            
            

          

          
            R-2

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	 	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    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.

                	 	 
	
                  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

                	 	
                  Securities
                    Administrator

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	 	
                  Depositor

                


        

        


        


        
          	
                  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

                	 	
                  Securities
                    Administrator

                  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
                    proceeding sknown to be contemplated by governmental
                    authorities:

                	 	 
	
                  ▪
                    Issuing Entity (Trust Fund)

                	 	
                  Trustee,
                    Master Servicer, Securities Administrator and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	 	
                  Seller
                    (if a party to the Pooling and Servicing Agreement) or
                    Depositor

                
	
                  ▪
                    Depositor

                	 	
                  Depositor

                
	
                  ▪
                    Trustee

                	 	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ▪
                    Master Servicer

                	 	
                  Master
                    Servicer

                
	
                  ▪
                    Custodian

                	 	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	 	
                  Depositor

                
	
                  ▪
                    Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                    Administrator)

                	 	
                  Servicer

                
	
                  ▪
                    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) 

                  Sponsor/Seller
                    as to (a)

                


        

         

        
          
            
            

          

          
            R-4

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	 	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    Master Servicer

                	 	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	 	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	 	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	 	
                  Depositor/Sponsor

                
	
                  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) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	 	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	 	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	 	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	 	
                  Depositor/Sponsor

                
	
                  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) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	 	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	 	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	 	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	 	
                  Depositor/Sponsor

                


        

         

        
          
            
            

          

          
            R-5

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	 	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	 	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	 	
                  Depositor/Sponsor

                


        

        


        


        


        
          	
                  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

                
	
                  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

                
	
                  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

                
	
                  ▪
                    Master Servicer

                	 	
                  Master
                    Servicer

                
	
                  ▪
                    Affiliated Servicer

                	 	
                  Servicer

                
	
                  ▪
                    Other Servicer servicing 20% or more of the pool assets at the
                    time of the
                    report

                	 	
                  Servicer

                
	
                  ▪
                    Other material servicers

                	 	
                  Servicer

                
	
                  ▪
                    Trustee

                	 	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ▪
                    Significant Obligor

                	 	
                  Depositor

                


        

         

        
          
            
            

          

          
            R-6

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	 	
                    Party
                      Responsible 

                  


          

        

        
          	
                  ▪
                    Credit Enhancer (10% or more)

                	 	
                  Depositor

                
	
                  ▪
                    Derivative Counterparty

                	 	
                  Depositor

                
	
                  ▪
                    Custodian

                	 	
                  Custodian

                
	
                  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

                  Master
                    Servicer

                  Securities
                    Administrator

                
	
                  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 Pooling and Servicing
                    Agreement.

                	 	
                  Securities
                    Administrator

                  Trustee

                  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 Securities Administrator

                   

                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers or
                    trustee.

                	 	
                  Master
                    Servicer/Securities Administrator/Depositor/

                  Servicer/Trustee

                
	
                  Reg
                    AB disclosure about any new servicer or master servicer is also
                    required.

                	 	
                  Servicer/Master
                    Servicer/Depositor

                
	
                  Reg
                    AB disclosure about any new Trustee is also required.

                	 	
                  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/Securities
                    Administrator/Trustee

                


        

         

        
          
            
            

          

          
            R-7

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	 	
                    Party
                      Responsible 

                  


          

        

        
          	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	 	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	 	
                  Securities
                    Administrator

                  Trustee

                
	
                  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

                
	
                  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

                


        

        



        
          
            
            

          

          
            R-8

            
              

            

          

          
            
            

          

        


        EXHIBIT
          S

         

         

        FORM
          OF SECURITIES ADMINISTRATOR CERTIFICATE

        


        
          	
                  Re:
                    

                	
                  HarborView
                    Mortgage Loan Trust (the “Trust”) Mortgage Loan Pass-Through Certificates,
                    Series 2007-5

                


        

        


        I,
          [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
          as
          Securities Administrator 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 Securities Administrator,
          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
          Securities
          Administrator
          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 June 1, 2007 (the “Pooling and Servicing
          Agreement”) among the Depositor, Greenwich Capital Financial Products, Inc., as
          the seller, Clayton Fixed Income Services Inc., as credit risk manager,
          Wells
          Fargo Bank, N.A., as master servicer and as securities administrator and
          Deutsche Bank national Trust Company, as trustee and as custodian .

         

        Wells
          Fargo Bank, N.A.,

        as
          Trustee 

        


        By:___________________________

        [Name]
          

        [Title]

        [Date]


        
          
            
            

          

          
            S-1

            
              

            

          

          
            
            

          

        


        


         

        EXHIBIT
          T

         

        ADDITIONAL
          DISCLOSURE NOTIFICATION

         

        Wells
          Fargo Bank, N.A. as Securities Administrator 

        Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Fax:
          (410) 715-2380

        E-mail:
          cts.sec.notifications@wellsfargo.com

         

        Attn:
          Corporate Trust Services - HARBORVIEW MORTGAGE LOAN TRUST 2007-5-SEC REPORT
          PROCESSING

         

        RE:
          **Additional Form [ ] Disclosure**Required

         

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 3.19(a)(ii) of the Pooling and Servicing Agreement
          dated
          as of June 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor,
          Greenwich Capital Financial Products, Inc., as Seller, Wells Fargo Bank,
          N.A.,
          as Master Servicer and Securities Administrator, Clayton Fixed Income Services
          Inc., as Credit Risk Manager and Deutsche Bank National Trust Company,
          as
          Trustee and Custodian, the undersigned, as [ ], hereby notifies you that
          certain
          events have come to our attention that [will][may] need to be disclosed
          on Form
          [ ].

         

        Description
          of Additional Form [ ] Disclosure:

         

        


         

        List
          of
          Any Attachments hereto to be included in the Additional Form [ ]
          Disclosure:

         

        


         

        Any
          inquiries related to this notification should be directed to [ ], phone
          number:
          [ ]; email address: [ ].

         

        [NAME
          OF
          PARTY]

         

        as
          [role]

         

        


         


        
          
            
            

          

          
            T-1

            
              

            

          

          
            
            

          

        


        By:
          __________________

        Name:

        Title:



        
          
            
            

          

          
            T-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          U

         

        BASIS
          RISK CAP AGREEMENT

         


        
          
            
            

          

          
            U-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          V

         

        SWAP
          AGREEMENT

         

        



        
          
            
            

          

          
            V-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

         

        MORTGAGE
          LOAN SCHEDULE

         


        
          
            
            

          

          
            Sched-I-1