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 a Custodian

    


     

    AMENDED
      AND RESTATED POOLING AND SERVICING AGREEMENT

     

    Dated
      as
      of October 1, 2007

     

    
      
        

      

    

     

    HarborView
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-7

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Table
      of Contents

    
       

      
        
          	 	Page
	 	 
	
                  ARTICLE
                    I DEFINITIONS; DECLARATION OF TRUST

                	
                  12

                
	 	 
	
                  SECTION
                    1.01. Defined Terms.

                	
                  12

                
	
                  SECTION
                    1.02. Accounting.

                	
                  66

                
	 	 
	
                  ARTICLE
                    II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                    CERTIFICATES

                	
                  66

                
	 	 
	
                  SECTION
                    2.01. Conveyance of Mortgage Loans.

                	
                  66

                
	
                  SECTION
                    2.02. Acceptance by Trustee.

                	
                  74

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

                	
                  76

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

                	
                  80

                
	
                  SECTION
                    2.05. Back-up of Certain Limited Originator Representations and
                    Warranties.

                	
                  81

                
	
                  SECTION
                    2.06. Representations and Warranties of the Depositor.

                	
                  81

                
	
                  SECTION
                    2.07. Issuance of Certificates.

                	
                  83

                
	
                  SECTION
                    2.08. Representations and Warranties of the Seller.

                	
                  83

                
	
                  SECTION
                    2.09. Covenants of the Seller.

                	
                  85

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

                	
                  85

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

                	
                  85

                
	
                  SECTION
                    3.02. REMIC-Related Covenants.

                	
                  87

                
	
                  SECTION
                    3.03. Monitoring of Servicers.

                	
                  87

                
	
                  SECTION
                    3.04. Fidelity Bond.

                	
                  89

                
	
                  SECTION
                    3.05. Power to Act; Procedures.

                	
                  89

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

                	
                  90

                
	
                  SECTION
                    3.07. Release of Mortgage Files.

                	
                  91

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

                	
                  92

                
	
                  SECTION
                    3.09. Standard Hazard Insurance and Flood Insurance
                    Policies.

                	
                  92

                
	
                  SECTION
                    3.10. Presentment of Claims and Collection of Proceeds.

                	
                  93

                
	
                  SECTION
                    3.11. Maintenance of the Primary Insurance Policies.

                	
                  93

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

                	
                  94

                
	
                  SECTION
                    3.13. Realization Upon Defaulted Mortgage Loans.

                	
                  94

                
	
                  SECTION
                    3.14. Additional Compensation to the Master Servicer.

                	
                  94

                
	
                  SECTION
                    3.15. REO Property.

                	
                  95

                
	
                  SECTION
                    3.16. Assessments of Compliance and Attestation Reports.

                	
                  95

                
	
                  SECTION
                    3.17. Annual Compliance Statement.

                	
                  98

                
	
                  SECTION
                    3.18. Enforcement of Regulation AB Deliverables.

                	
                  98

                
	
                  SECTION
                    3.19. Sarbanes-Oxley Certification.

                	
                  99

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    3.20. Reports Filed with Securities and Exchange
                    Commission.

                	
                  99

                
	
                  SECTION
                    3.21. Additional Information.

                	
                  105

                
	
                  SECTION
                    3.22. Intention of the Parties and Interpretation.

                	
                  105

                
	
                  SECTION
                    3.23. Indemnification.

                	
                  106

                
	
                  SECTION
                    3.24. [Reserved]

                	
                  107

                
	
                  SECTION
                    3.25. [Reserved]

                	
                  107

                
	
                  SECTION
                    3.26. [Reserved]

                	
                  107

                
	
                  SECTION
                    3.27. [Reserved]

                	
                  107

                
	
                  SECTION
                    3.28. Closing Opinion of Counsel.

                	
                  107

                
	
                  SECTION
                    3.29. [Reserved]

                	
                  107

                
	
                  SECTION
                    3.30. Merger or Consolidation of the Master Servicer.

                	
                  107

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

                	
                  107

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

                	
                  108

                
	
                  SECTION
                    3.33. Master Servicer Not to Resign.

                	
                  109

                
	
                  SECTION
                    3.34. Successor Master Servicer.

                	
                  110

                
	
                  SECTION
                    3.35. Sale and Assignment of Master Servicing.

                	
                  110

                
	
                  SECTION
                    3.36. Reporting Requirements of the Commission.

                	
                  111

                
	
                  SECTION
                    3.37. Duties of the Credit Risk Manager.

                	
                  111

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

                	
                  111

                
	
                  SECTION
                    3.39. Removal of Credit Risk Manager.

                	
                  112

                
	 	 
	
                  ARTICLE
                    IV ACCOUNTS

                	
                  112

                
	 	 
	
                  SECTION
                    4.01. Servicing Accounts.

                	
                  112

                
	
                  SECTION
                    4.02. Distribution Account.

                	
                  113

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

                	
                  115

                
	
                  SECTION
                    4.04. [Reserved]

                	
                  117

                
	
                  SECTION
                    4.05. [Reserved]

                	
                  118

                
	
                  SECTION
                    4.06. Prefunding Account.

                	
                  118

                
	
                  SECTION
                    4.07. Capitalized Interest Account.

                	
                  118

                
	 	 
	
                  ARTICLE
                    V FLOW OF FUNDS

                	
                  119

                
	 	 
	
                  SECTION
                    5.01. Distributions.

                	
                  119

                
	
                  SECTION
                    5.02. Allocation of Net Deferred Interest.

                	
                  130

                
	
                  SECTION
                    5.03. Allocation of Realized Losses.

                	
                  131

                
	
                  SECTION
                    5.04. Statements.

                	
                  132

                
	
                  SECTION
                    5.05. Remittance Reports; Advances.

                	
                  135

                
	
                  SECTION
                    5.06. Compensating Interest Payments.

                	
                  136

                
	
                  SECTION
                    5.07. Basis Risk Reserve Fund.

                	
                  136

                
	
                  SECTION
                    5.08. Recoveries.

                	
                  137

                
	
                  SECTION
                    5.09. The Final Maturity Reserve Trust.

                	
                  137

                
	
                  SECTION
                    5.10. Supplemental Interest Trust.

                	
                  138

                
	
                  SECTION
                    5.11. Rights of Swap Provider.

                	
                  140

                
	
                  SECTION
                    5.12. Swap Agreement Termination Receipts.

                	
                  140

                
	
                  SECTION
                    5.13. Basis Risk Cap Agreement.

                	
                  141

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    5.14. Basis Risk Cap Termination Receipts.

                	
                  142

                
	 	 
	
                  ARTICLE
                    VI THE CERTIFICATES

                	
                  142

                
	 	 
	
                  SECTION
                    6.01. The Certificates.

                	
                  142

                
	
                  SECTION
                    6.02. Registration of Transfer and Exchange of
                    Certificates.

                	
                  144

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

                	
                  151

                
	
                  SECTION
                    6.04. Persons Deemed Owners.

                	
                  152

                
	
                  SECTION
                    6.05. Appointment of Paying Agent.

                	
                  152

                
	 	 
	
                  ARTICLE
                    VII DEFAULT

                	
                  153

                
	 	 
	
                  SECTION
                    7.01. Event of Default.

                	
                  153

                
	
                  SECTION
                    7.02. Trustee to Act.

                	
                  155

                
	
                  SECTION
                    7.03. Waiver of Event of Default.

                	
                  156

                
	
                  SECTION
                    7.04. Notification to Certificateholders.

                	
                  156

                
	 	 
	
                  ARTICLE
                    VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                	
                  157

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

                	
                  157

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

                	
                  159

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

                	
                  160

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

                	
                  161

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

                	
                  162

                
	
                  SECTION
                    8.06. Eligibility Requirements for Trustee and Securities
                    Administrator.

                	
                  162

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

                	
                  163

                
	
                  SECTION
                    8.08. Successor Trustee and Successor Securities
                    Administrator.

                	
                  164

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

                	
                  165

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

                	
                  165

                
	
                  SECTION
                    8.11. Limitation of Liability.

                	
                  166

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

                	
                  166

                
	
                  SECTION
                    8.13. Suits for Enforcement.

                	
                  167

                
	
                  SECTION
                    8.14. Waiver of Bond Requirement.

                	
                  167

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

                	
                  167

                
	
                  SECTION
                    8.16. Appointment of Custodians.

                	
                  168

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

                	
                  168

                
	
                  SECTION
                    8.18. Closing Opinion of Counsel.

                	
                  168

                
	 	 
	
                  ARTICLE
                    IX REMIC ADMINISTRATION

                	
                  169

                
	 	 
	
                  SECTION
                    9.01. REMIC Administration.

                	
                  169

                
	
                  SECTION
                    9.02. Prohibited Transactions and Activities.

                	
                  172

                
	 	 
	
                  ARTICLE
                    X TERMINATION

                	
                  172

                
	 	 
	
                  SECTION
                    10.01. Termination.

                	
                  172

                
	
                  SECTION
                    10.02. Additional Termination Requirements.

                	
                  175

                


        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

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

                	
                  175

                
	 	 
	
                  ARTICLE
                    XI DISPOSITION OF TRUST FUND ASSETS

                	
                  176

                
	 	 
	
                  SECTION
                    11.01. Disposition of Trust Fund Assets.

                	
                  176

                
	 	 
	
                  ARTICLE
                    XII MISCELLANEOUS PROVISIONS

                	
                  176

                
	 	 
	
                  SECTION
                    12.01. Amendment.

                	
                  176

                
	
                  SECTION
                    12.02. Recordation of Agreement; Counterparts.

                	
                  178

                
	
                  SECTION
                    12.03. Limitation on Rights of Certificateholders.

                	
                  178

                
	
                  SECTION
                    12.04. Governing Law; Jurisdiction.

                	
                  179

                
	
                  SECTION
                    12.05. Notices.

                	
                  179

                
	
                  SECTION
                    12.06. Severability of Provisions.

                	
                  180

                
	
                  SECTION
                    12.07. Article and Section References.

                	
                  180

                
	
                  SECTION
                    12.08. Notice to the Rating Agencies.

                	
                  180

                
	
                  SECTION
                    12.09. Further Assurances.

                	
                  181

                
	
                  SECTION
                    12.10. Benefits of Agreement.

                	
                  182

                
	
                  SECTION
                    12.11. Acts of Certificateholders.

                	
                  182

                
	
                  SECTION
                    12.12. Successors and Assigns.

                	
                  183

                
	
                  SECTION
                    12.13. Provision of Information.

                	
                  183

                
	
                  SECTION
                    12.14. Transfer of Servicing.

                	
                  183

                
	
                  SECTION
                    12.15. Tax Treatment of the Class ES Certificates.

                	
                  183

                


        

      

    

     

    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 Residual Certificate

            	
              C-3

            
	
              Exhibit
                C-4

            	
              Form
                of Class ES Certificate

            	
              C-4

            
	
              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 Custodian

            	
              G-2

            
	
              Exhibit
                G-3

            	
              Form
                of Final Certification of Custodian

            	
              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

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                P

            	
              Form
                of Subsequent Transfer Agreement

            	
              P

            
	
              Exhibit
                Q

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            	
              Q

            
	
              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

            	
              List
                of Originators and Purchase Agreements

            	
              V

            
	
              Exhibit
                W

            	
              Basis
                Risk Cap Agreement

            	
              W

            
	
              Exhibit
                X

            	
              Swap
                Agreement

            	
              X

            
	
              Exhibit
                Y

            	
              List
                of Assignment Agreements

            	
              Y

            
	
              Exhibit
                Z

            	
              Mortgage
                Loan Data to be Provided to Moody’s

            	
              Z

            
	 	 	 
	
              Schedule
                I

            	
              Mortgage
                Loan Schedule

            	 
	
              Schedule
                II

            	
              Final
                Maturity Reserve Schedule

            	 
	
              Schedule
                III

            	
              Schedule
                of Mortgage Loans with Prepayment Penalties

            	 


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    

      This
        Amended and Restated Pooling and Servicing Agreement is dated as of October
        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 a custodian (the “Trustee”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the parties hereto have previously entered into a pooling and servicing
        agreement dated as of September 1, 2007 (the “Original
        Agreement”),
        and
        desire to amend and restate such agreement as provided herein; and

       

      WHEREAS,
        the parties hereto hereby agree that this Agreement supersedes the Original
        Agreement in all respects, and that the Original Agreement shall be of no
        further force and effect.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        Depositor, the Seller, the Master Servicer, the Securities Admnistrator,
        the
        Credit Risk Manager and the Trustee hereby agree as follows:

       

      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
        2007-7 (the “Certificates”)
        representing in the aggregate the entire beneficial ownership of the Trust
        Fund,
        the primary assets of which are the Mortgage Loans (as defined
        below).

       

      The
        Depositor intends to sell the Certificates, to be issued hereunder in multiple
        classes, which in the aggregate will evidence the entire beneficial ownership
        interest in the Trust Fund. The Certificates will consist of seventeen classes
        of certificates, designated as (i) the Class 1A-1A Certificates, (ii) the
        Class
        2A-1A Certificates, (iii) the Class 2A-1B Certificates, (iv) the Class 2A-1C
        Certificates, (v) the Class B-1 Certificates, (vi) the Class B-2 Certificates,
        (vii) Class B-3 Certificates, (viii) the Class B-4 Certificates, (ix) the
        Class
        B-5 Certificates, (x) the Class B-6 Certificates, (xi) the Class B-7
        Certificates, (xii) the Class B-8 Certificates, (xiii) the Class B-9
        Certificates, (xiv) the Class C Certificates, (xv) the Class P Certificates,
        (xvi) the Class R Certificates, (xvii) the Class LT-R Certificates and (xviii)
        the Class ES Certificates.

       

      For
        federal income tax purposes, the Trust Fund (exclusive of the assets held
        in the
        Prefunding Account, the Capitalized Interest 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 Class
        ES
        Distributable Amount, the Swap Agreement, the Swap Account, the Swap Amount,
        the
        Swap Replacement Receipts Account, the Swap Termination Receipts Account,
        the
        Supplemental Interest Trust, the Collateral Account, the Final Maturity Reserve
        Trust and the Final Maturity Reserve 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, Class LT-R and Class ES 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 provided 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
        Account 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 Certificate represents the sole class of residual interest in the
        Upper-Tier REMIC, the Middle-Tier REMIC 1 and the Middle-Tier REMIC 2. The
        Class
        LT-R Certificate represents ownership of the sole class of residual interest
        in
        the Lower-Tier REMIC.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      The
        Upper Tier REMIC shall hold as its assets the uncertificated interests in
        the
        Middle-Tier REMIC 2 other than the Class
        LT-R Certificate
        and 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 (each a
“Lower-Tier
        REMIC Regular Interest”)
        and
        one
        residual interest in the Lower-Tier REMIC (the “LT-R
        Interest”).
        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
        Class LT-R Certificate:

       

      
        	
                 

                Designation

              	
                 

                Interest
                  Rate

              	
                Initial
                  Principal

                Balance

              
	
                LT-Initial

              	
                (1)

              	
                $
                  1,577,396,956.28 

              


      

      
        	
                LT-Subsequent

              	
                (2)

              	
                $     65,972,926.34
                  

              
	
                LT-C

              	
                (3)

              	
                (3)

              
	
                LT-I

              	
                (4)

              	
                (4)

              
	
                LT-R

              	
                (5)

              	
                (5)

              


      

      


      
        	 	
                (1)

              	
                The
                  interest rate with respect to the first three Distribution Dates
                  (and the
                  related Accrual Periods) 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 Periods) 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 Dates 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 Loan
                  Group 2
                  for such Distribution Date. For each Distribution Date after the
                  first
                  three 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-I Interest is an interest only interest that does not have a
                  principal
                  balance but has a notional amount as of any Distribution Date equal
                  to the
                  aggregate of the principal balances of the Mortgage Loans as of
                  the first
                  day of the related Due Period. For any Distribution Date before
                  the
                  Distribution Date in October 2017, it shall bear interest for the
                  related
                  Due Period at a fixed rate of 0.00%, and for each Distribution
                  Date
                  commencing on the Distribution Date in October 2017 and on each
                  Distribution Date thereafter until the Final Maturity Reserve Termination
                  Date, it shall bear interest for the related Due Period at a fixed
                  rate
                  equal to the Final Maturity Reserve
                  Rate.

              


      

       

      
        	 	
                (5)

              	
                The
                  LT-R Certificate 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 for both Loan Groups shall be distributed
        among the Lower-Tier REMIC Regular Interests and the Class LT-R Certificate
        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, any remaining amounts to the Class LT-R Certificate.

       

      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

              	
                 

              	
                $

              	
                424,520,272.85

              	
                 

              	
                (1)

              
	
                MT1-F1

              	
                 

              	
                $

              	
                27,051,267.39

              	
                 

              	
                (2)

              
	
                MT1-V1

              	
                 

              	
                $

              	
                27,051,267.39

              	
                 

              	
                (3)

              
	
                MT1-F2

              	
                 

              	
                $

              	
                26,055,332.53

              	
                 

              	
                (2)

              
	
                MT1-V2

              	
                 

              	
                $

              	
                26,055,332.53

              	
                 

              	
                (3)

              
	
                MT1-F3

              	
                 

              	
                $

              	
                25,164,077.23

              	
                 

              	
                (2)

              
	
                MT1-V3

              	
                 

              	
                $

              	
                25,164,077.23

              	
                 

              	
                (3)

              
	
                MT1-F4

              	
                 

              	
                $

              	
                24,174,725.10

              	
                 

              	
                (2)

              
	
                MT1-V4

              	
                 

              	
                $

              	
                24,174,725.10

              	
                 

              	
                (3)

              
	
                MT1-F5

              	
                 

              	
                $

              	
                23,686,091.63

              	
                 

              	
                (2)

              
	
                MT1-V5

              	
                 

              	
                $

              	
                23,686,091.63

              	
                 

              	
                (3)

              
	
                MT1-F6

              	
                 

              	
                $

              	
                23,131,403.15

              	
                 

              	
                (2)

              
	
                MT1-V6

              	
                 

              	
                $

              	
                23,131,403.15

              	
                 

              	
                (3)

              
	
                MT1-F7

              	
                 

              	
                $

              	
                22,656,154.95

              	
                 

              	
                (2)

              
	
                MT1-V7

              	
                 

              	
                $

              	
                22,656,154.95

              	
                 

              	
                (3)

              
	
                MT1-F8

              	
                 

              	
                $

              	
                22,024,282.81

              	
                 

              	
                (2)

              
	
                MT1-V8

              	
                 

              	
                $

              	
                22,024,282.81

              	
                 

              	
                (3)

              
	
                MT1-F9

              	
                 

              	
                $

              	
                21,332,051.06

              	
                 

              	
                (2)

              
	
                MT1-V9

              	
                 

              	
                $

              	
                21,332,051.06

              	
                 

              	
                (3)

              
	
                MT1-F10

              	
                 

              	
                $

              	
                20,450,478.28

              	
                 

              	
                (2)

              
	
                MT1-V10

              	
                 

              	
                $

              	
                20,450,478.28

              	
                 

              	
                (3)

              
	
                MT1-F11

              	
                 

              	
                $

              	
                19,412,461.09

              	
                 

              	
                (2)

              
	
                MT1-V11

              	
                 

              	
                $

              	
                19,412,461.09

              	
                 

              	
                (3)

              
	
                MT1-F12

              	
                 

              	
                $

              	
                18,302,121.40

              	
                 

              	
                (2)

              
	
                MT1-V12

              	
                 

              	
                $

              	
                18,302,121.40

              	
                 

              	
                (3)

              
	
                MT1-F13

              	
                 

              	
                $

              	
                17,193,595.68

              	
                 

              	
                (2)

              
	
                MT1-V13

              	
                 

              	
                $

              	
                17,193,595.68

              	
                 

              	
                (3)

              
	
                MT1-F14

              	
                 

              	
                $

              	
                16,230,087.73

              	
                 

              	
                (2)

              
	
                MT1-V14

              	
                 

              	
                $

              	
                16,230,087.73

              	
                 

              	
                (3)

              
	
                MT1-F15

              	
                 

              	
                $

              	
                15,201,007.26

              	
                 

              	
                (2)

              
	
                MT1-V15

              	
                 

              	
                $

              	
                15,201,007.26

              	
                 

              	
                (3)

              
	
                MT1-F16

              	
                 

              	
                $

              	
                14,285,530.89

              	
                 

              	
                (2)

              
	
                MT1-V16

              	
                 

              	
                $

              	
                14,285,530.89

              	
                 

              	
                (3)

              
	
                MT1-F17

              	
                 

              	
                $

              	
                13,596,905.05

              	
                 

              	
                (2)

              
	
                MT1-V17

              	
                 

              	
                $

              	
                13,596,905.05

              	
                 

              	
                (3)

              
	
                MT1-F18

              	
                 

              	
                $

              	
                13,254,934.33

              	
                 

              	
                (2)

              
	
                MT1-V18

              	
                 

              	
                $

              	
                13,254,934.33

              	
                 

              	
                (3)

              
	
                MT1-F19

              	
                 

              	
                $

              	
                12,900,796.61

              	
                 

              	
                (2)

              
	
                MT1-V19

              	
                 

              	
                $

              	
                12,900,796.61

              	
                 

              	
                (3)

              
	
                MT1-F20

              	
                 

              	
                $

              	
                12,470,404.28

              	
                 

              	
                (2)

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                Class
                  Designation

              	 	 	
                Initial
                  Principal

                Balance

              	 	
                Interest
                  Rate

              
	
                MT1-V20

              	
                 

              	
                $

              	
                12,470,404.28

              	
                 

              	
                (3)

              
	
                MT1-F21

              	
                 

              	
                $

              	
                12,504,829.54

              	
                 

              	
                (2)

              
	
                MT1-V21

              	
                 

              	
                $

              	
                12,504,829.54

              	
                 

              	
                (3)

              
	
                MT1-F22

              	
                 

              	
                $

              	
                14,440,804.61

              	
                 

              	
                (2)

              
	
                MT1-V22

              	
                 

              	
                $

              	
                14,440,804.61

              	
                 

              	
                (3)

              
	
                MT1-F23

              	
                 

              	
                $

              	
                13,851,889.77

              	
                 

              	
                (2)

              
	
                MT1-V23

              	
                 

              	
                $

              	
                13,851,889.77

              	
                 

              	
                (3)

              
	
                MT1-F24

              	
                 

              	
                $

              	
                14,216,311.48

              	
                 

              	
                (2)

              
	
                MT1-V24

              	
                 

              	
                $

              	
                14,216,311.48

              	
                 

              	
                (3)

              
	
                MT1-F25

              	
                 

              	
                $

              	
                13,622,086.10

              	
                 

              	
                (2)

              
	
                MT1-V25

              	
                 

              	
                $

              	
                13,622,086.10

              	
                 

              	
                (3)

              
	
                MT1-F26

              	
                 

              	
                $

              	
                12,393,716.75

              	
                 

              	
                (2)

              
	
                MT1-V26

              	
                 

              	
                $

              	
                12,393,716.75

              	
                 

              	
                (3)

              
	
                MT1-F27

              	
                 

              	
                $

              	
                10,985,480.29

              	
                 

              	
                (2)

              
	
                MT1-V27

              	
                 

              	
                $

              	
                10,985,480.29

              	
                 

              	
                (3)

              
	
                MT1-F28

              	
                 

              	
                $

              	
                9,447,525.34

              	
                 

              	
                (2)

              
	
                MT1-V28

              	
                 

              	
                $

              	
                9,447,525.34

              	
                 

              	
                (3)

              
	
                MT1-F29

              	
                 

              	
                $

              	
                8,260,686.88

              	
                 

              	
                (2)

              
	
                MT1-V29

              	
                 

              	
                $

              	
                8,260,686.88

              	
                 

              	
                (3)

              
	
                MT1-F30

              	
                 

              	
                $

              	
                7,192,433.87

              	
                 

              	
                (2)

              
	
                MT1-V30

              	
                 

              	
                $

              	
                7,192,433.87

              	
                 

              	
                (3)

              
	
                MT1-F31

              	
                 

              	
                $

              	
                6,376,278.78

              	
                 

              	
                (2)

              
	
                MT1-V31

              	
                 

              	
                $

              	
                6,376,278.78

              	
                 

              	
                (3)

              
	
                MT1-F32

              	
                 

              	
                $

              	
                5,727,504.32

              	
                 

              	
                (2)

              
	
                MT1-V32

              	
                 

              	
                $

              	
                5,727,504.32

              	
                 

              	
                (3)

              
	
                MT1-F33

              	
                 

              	
                $

              	
                5,296,989.85

              	
                 

              	
                (2)

              
	
                MT1-V33

              	
                 

              	
                $

              	
                5,296,989.85

              	
                 

              	
                (3)

              
	
                MT1-F34

              	
                 

              	
                $

              	
                4,959,110.89

              	
                 

              	
                (2)

              
	
                MT1-V34

              	
                 

              	
                $

              	
                4,959,110.89

              	
                 

              	
                (3)

              
	
                MT1-F35

              	
                 

              	
                $

              	
                4,612,291.72

              	
                 

              	
                (2)

              
	
                MT1-V35

              	
                 

              	
                $

              	
                4,612,291.72

              	
                 

              	
                (3)

              
	
                MT1-F36

              	
                 

              	
                $

              	
                4,215,528.00

              	
                 

              	
                (2)

              
	
                MT1-V36

              	
                 

              	
                $

              	
                4,215,528.00

              	
                 

              	
                (3)

              
	
                MT1-F37

              	
                 

              	
                $

              	
                3,919,549.96

              	
                 

              	
                (2)

              
	
                MT1-V37

              	
                 

              	
                $

              	
                3,919,549.96

              	
                 

              	
                (3)

              
	
                MT1-F38

              	
                 

              	
                $

              	
                3,633,714.89

              	
                 

              	
                (2)

              
	
                MT1-V38

              	
                 

              	
                $

              	
                3,633,714.89

              	
                 

              	
                (3)

              
	
                MT1-F39

              	
                 

              	
                $

              	
                3,404,177.10

              	
                 

              	
                (2)

              
	
                MT1-V39

              	
                 

              	
                $

              	
                3,404,177.10

              	
                 

              	
                (3)

              
	
                MT1-F40

              	
                 

              	
                $

              	
                3,290,034.99

              	
                 

              	
                (2)

              
	
                MT1-V40

              	
                 

              	
                $

              	
                3,290,034.99

              	
                 

              	
                (3)

              
	
                MT1-F41

              	
                 

              	
                $

              	
                3,273,297.92

              	
                 

              	
                (2)

              
	
                MT1-V41

              	
                 

              	
                $

              	
                3,273,297.92

              	
                 

              	
                (3)

              
	
                MT1-F42

              	
                 

              	
                $

              	
                3,353,923.18

              	
                 

              	
                (2)

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Class
                    Designation

                	 	 	
                  Initial
                    Principal

                  Balance

                	 	
                  Interest
                    Rate

                


        

      

      
        	
                MT1-V42

              	
                 

              	
                $

              	
                3,353,923.18

              	
                 

              	
                (3)

              
	
                MT1-F43

              	
                 

              	
                $

              	
                3,472,274.55

              	
                 

              	
                (2)

              
	
                MT1-V43

              	
                 

              	
                $

              	
                3,472,274.55

              	
                 

              	
                (3)

              
	
                MT1-F44

              	
                 

              	
                $

              	
                3,599,617.24

              	
                 

              	
                (2)

              
	
                MT1-V44

              	
                 

              	
                $

              	
                3,599,617.24

              	
                 

              	
                (3)

              
	
                MT1-F45

              	
                 

              	
                $

              	
                3,735,182.32

              	
                 

              	
                (2)

              
	
                MT1-V45

              	
                 

              	
                $

              	
                3,735,182.32

              	
                 

              	
                (3)

              
	
                MT1-F46

              	
                 

              	
                $

              	
                4,026,018.18

              	
                 

              	
                (2)

              
	
                MT1-V46

              	
                 

              	
                $

              	
                4,026,018.18

              	
                 

              	
                (3)

              
	
                MT1-F47

              	
                 

              	
                $

              	
                3,978,816.23

              	
                 

              	
                (2)

              
	
                MT1-V47

              	
                 

              	
                $

              	
                3,978,816.23

              	
                 

              	
                (3)

              
	
                MT1-F48

              	
                 

              	
                $

              	
                4,156,610.69

              	
                 

              	
                (2)

              
	
                MT1-V48

              	
                 

              	
                $

              	
                4,156,610.69

              	
                 

              	
                (3)

              
	
                MT1-F49

              	
                 

              	
                $

              	
                4,108,486.08

              	
                 

              	
                (2)

              
	
                MT1-V49

              	
                 

              	
                $

              	
                4,108,486.08

              	
                 

              	
                (3)

              
	
                MT1-F50

              	
                 

              	
                $

              	
                3,699,198.19

              	
                 

              	
                (2)

              
	
                MT1-V50

              	
                 

              	
                $

              	
                3,699,198.19

              	
                 

              	
                (3)

              
	
                MT1-F51

              	
                 

              	
                $

              	
                3,336,081.35

              	
                 

              	
                (2)

              
	
                MT1-V51

              	
                 

              	
                $

              	
                3,336,081.35

              	
                 

              	
                (3)

              
	
                MT1-F52

              	
                 

              	
                $

              	
                2,657,992.89

              	
                 

              	
                (2)

              
	
                MT1-V52

              	
                 

              	
                $

              	
                2,657,992.89

              	
                 

              	
                (3)

              
	
                MT1-F53

              	
                 

              	
                $

              	
                2,108,993.65

              	
                 

              	
                (2)

              
	
                MT1-V53

              	
                 

              	
                $

              	
                2,108,993.65

              	
                 

              	
                (3)

              
	
                MT1-F54

              	
                 

              	
                $

              	
                1,447,197.11

              	
                 

              	
                (2)

              
	
                MT1-V54

              	
                 

              	
                $

              	
                1,447,197.11

              	
                 

              	
                (3)

              
	
                MT1-F55

              	
                 

              	
                $

              	
                1,177,435.12

              	
                 

              	
                (2)

              
	
                MT1-V55

              	
                 

              	
                $

              	
                1,177,435.12

              	
                 

              	
                (3)

              
	
                MT1-F56

              	
                 

              	
                $

              	
                887,864.23

              	
                 

              	
                (2)

              
	
                MT1-V56

              	
                 

              	
                $

              	
                887,864.23

              	
                 

              	
                (3)

              
	
                MT1-F57

              	
                 

              	
                $

              	
                747,005.82

              	
                 

              	
                (2)

              
	
                MT1-V57

              	
                 

              	
                $

              	
                747,005.82

              	
                 

              	
                (3)

              
	
                MT1-F58

              	
                 

              	
                $

              	
                631,185.13

              	
                 

              	
                (2)

              
	
                MT1-V58

              	
                 

              	
                $

              	
                631,185.13

              	
                 

              	
                (3)

              
	
                MT1-F59

              	
                 

              	
                $

              	
                580,582.25

              	
                 

              	
                (2)

              
	
                MT1-V59

              	
                 

              	
                $

              	
                580,582.25

              	
                 

              	
                (3)

              
	
                MT1-F60

              	
                 

              	
                $

              	
                503,392.86

              	
                 

              	
                (2)

              
	
                MT1-V60

              	
                 

              	
                $

              	
                503,392.86

              	
                 

              	
                (3)

              
	
                MT1-F61

              	
                 

              	
                $

              	
                438,349.64

              	
                 

              	
                (2)

              
	
                MT1-V61

              	
                 

              	
                $

              	
                438,349.64

              	
                 

              	
                (3)

              
	
                MT1-F62

              	
                 

              	
                $

              	
                379,233.90

              	
                 

              	
                (2)

              
	
                MT1-V62

              	
                 

              	
                $

              	
                379,233.90

              	
                 

              	
                (3)

              
	
                MT1-F63

              	
                 

              	
                $

              	
                338,157.12

              	
                 

              	
                (2)

              
	
                MT1-V63

              	
                 

              	
                $

              	
                338,157.12

              	
                 

              	
                (3)

              
	
                MT1-F64

              	
                 

              	
                $

              	
                312,095.43

              	
                 

              	
                (2)

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Class
                    Designation

                	 	 	
                  Initial
                    Principal

                  Balance

                	 	
                  Interest
                    Rate

                


        

      

      
        	
                MT1-V64

              	
                 

              	
                $

              	
                312,095.43

              	
                 

              	
                (3)

              
	
                MT1-F65

              	
                 

              	
                $

              	
                291,682.96

              	
                 

              	
                (2)

              
	
                MT1-V65

              	
                 

              	
                $

              	
                291,682.96

              	
                 

              	
                (3)

              
	
                MT1-F66

              	
                 

              	
                $

              	
                276,414.62

              	
                 

              	
                (2)

              
	
                MT1-V66

              	
                 

              	
                $

              	
                276,414.62

              	
                 

              	
                (3)

              
	
                MT1-F67

              	
                 

              	
                $

              	
                262,764.88

              	
                 

              	
                (2)

              
	
                MT1-V67

              	
                 

              	
                $

              	
                262,764.88

              	
                 

              	
                (3)

              
	
                MT1-F68

              	
                 

              	
                $

              	
                251,106.29

              	
                 

              	
                (2)

              
	
                MT1-V68

              	
                 

              	
                $

              	
                251,106.29

              	
                 

              	
                (3)

              
	
                MT1-F69

              	
                 

              	
                $

              	
                240,143.40

              	
                 

              	
                (2)

              
	
                MT1-V69

              	
                 

              	
                $

              	
                240,143.40

              	
                 

              	
                (3)

              
	
                MT1-F70

              	
                 

              	
                $

              	
                226,591.28

              	
                 

              	
                (2)

              
	
                MT1-V70

              	
                 

              	
                $

              	
                226,591.28

              	
                 

              	
                (3)

              
	
                MT1-F71

              	
                 

              	
                $

              	
                214,497.57

              	
                 

              	
                (2)

              
	
                MT1-V71

              	
                 

              	
                $

              	
                214,497.57

              	
                 

              	
                (3)

              
	
                MT1-F72

              	
                 

              	
                $

              	
                203,638.32

              	
                 

              	
                (2)

              
	
                MT1-V72

              	
                 

              	
                $

              	
                203,638.32

              	
                 

              	
                (3)

              
	
                MT1-F73

              	
                 

              	
                $

              	
                3,584,321.06

              	
                 

              	
                (2)

              
	
                MT1-V73

              	
                 

              	
                $

              	
                3,584,321.06

              	
                 

              	
                (3)

              
	
                MT1-R

              	
                 

              	
                (4)

              	
                 

              	
                (4)

              
	
                MT1-I

              	
                 

              	
                (5)

              	
                 

              	
                (5)

              
	
                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 Middle-Tier REMIC
                1.

            


    

     

    
      	
            	(5)	
              The
                MT1-I 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-I Interest on such Distribution
                Date.
                

            


    

     

    
      	
            	(7)	
              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.
                

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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 and all Net Deferred Interest on the Mortgage Loans shall be
      allocated among the Middle-Tier REMIC 1 Regular Interests in the same manner
      that principal distributions are allocated.

     

    On
      each
      Distribution Date, the Securities Administrator shall distribute the Prepayment
      Penalty Amounts collected during the preceding Prepayment Period to the Class
      MT1-F73 Interest.

     

    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
                  MT2-1A-1

              	 	
                (1)

              	
                 

              	
                $

              	
                265,663,000.00

              	 	
                1A-1A

              	
                 

              
	
                Class
                  MT2-2A-1

              	 	
                (1)

              	
                 

              	
                $

              	
                269,768,000.00

              	 	
                2A-1A

              	
                 

              
	
                Class
                  MT2-2A-2

              	 	
                (1)

              	
                 

              	
                $

              	
                112,403,500.00

              	 	
                2A-1B

              	
                 

              
	
                Class
                  MT2-2A-3

              	 	
                (1)

              	
                 

              	
                $

              	
                67,442,000.00

              	 	
                2A-1C

              	
                 

              
	
                Class
                  MT2-B1

              	 	
                (1)

              	
                 

              	
                $

              	
                17,255,500.00

              	 	
                B-1

              	
                 

              
	
                Class
                  MT2-B2

              	 	
                (1)

              	
                 

              	
                $

              	
                25,883,000.00

              	 	
                B-2

              	
                 

              
	
                Class
                  MT2-B3

              	 	
                (1)

              	
                 

              	
                $

              	
                9,038,500.00

              	 	
                B-3

              	
                 

              
	
                Class
                  MT2-B4

              	 	
                (1)

              	
                 

              	
                $

              	
                8,628,000.00

              	 	
                B-4

              	
                 

              
	
                Class
                  MT2-B5

              	 	
                (1)

              	
                 

              	
                $

              	
                7,806,000.00

              	 	
                B-5

              	
                 

              
	
                Class
                  MT2-B6

              	 	
                (1)

              	
                 

              	
                $

              	
                6,162,500.00

              	 	
                B-6

              	
                 

              
	
                Class
                  MT2-B7

              	 	
                (1)

              	
                 

              	
                $

              	
                4,108,500.00

              	 	
                B-7

              	
                 

              
	
                Class
                  MT2-B8

              	 	
                (1)

              	
                 

              	
                $

              	
                5,341,000.00

              	 	
                B-8

              	
                 

              
	
                Class
                  MT2-B9

              	 	
                (1)

              	
                 

              	
                $

              	
                5,752,000.00

              	 	
                B-9

              	
                 

              
	
                Class
                  MT2-Q

              	 	
                (1)

              	
                 

              	
                $

              	
                838,118,382.62

              	 	
                N/A

              	
                 

              
	
                Class
                  MT2-IO

              	 	
                (2)

              	
                 

              	
                (2)

              	 	
                N/A

              	
                 

              
	
                Class
                  MT2-R

              	 	
                (3)

              	
                 

              	
                (3)

              	 	
                N/A

              	
                 

              
	
                Class
                  MT2-I

              	 	
                (4)

              	
                 

              	
                (4)

              	 	
                N/A

              	
                 

              
	
                Class
                  MT2-C

              	 	
                (5)

              	
                 

              	
                (5)

              	 	
                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.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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

            
	
              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

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              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

            
	
              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

            
	
              12-81

            	 	
              Class
                MT1-F70

            
	
              12-82

            	 	
              Class
                MT1-F71

            
	
              12-83

            	 	
              Class
                MT1-F72

            
	
              12-84

            	 	
              Class
                MT1-F73

            


    

     

    
      	 	
              (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)

            	
              The
                MT2-I 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-I Interest in Middle -Tier REMIC
                1 on
                such Distribution Date. 

            


    

     

    
      	 	
              (5)

            	
              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 in Middle-Tier REMIC
                1 on
                such Distribution Date. 

            


    

     

    On
      each
      Distribution Date, interest shall be distributed on the Middle-Tier REMIC 2
      Regular 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 Middle-Tier REMIC 2 Regular Interest having a Corresponding Class of
      Certificates as indicated in the table above, to each such Middle-Tier REMIC
      2
      Regular Interest 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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (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-F77 a Middle-Tier REMIC 1 Regular Interests on such Distribution
      Date
      to the Class MT2-Q Interest.

     

    Upper-Tier
      REMIC

    

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

      

        
          	
                  Class

                	
                  Original
                    Class Principal Balance or

                  Class
                    Notional Balance

                	
                  Pass-Through
                    Rate

                
	
                  Class
                    1A-1A

                	
                  $
                    531,326,000.00

                	
                  (1)

                
	
                  Class
                    2A-1A

                	
                  $
                    539,536,000.00

                	
                  (1)

                
	
                  Class
                    2A-1B

                	
                  $
                    224,807,000.00

                	
                  (1)

                
	
                  Class
                    2A-1C

                	
                  $
                    134,884,000.00

                	
                  (1)

                
	
                  Class
                    B-1

                	
                  $ 
                     34,511,000.00

                	
                  (1)

                
	
                  Class
                    B-2

                	
                  $  
                    51,766,000.00 

                	
                  (1)

                
	
                  Class
                    B-3

                	
                  $  
                    18,077,000.00

                	
                  (1)

                
	
                  Class
                    B-4

                	
                  $  
                    17,256,000.00 

                	
                  (1)

                
	
                  Class
                    B-5

                	
                  $  
                    15,612,000.00

                	
                  (1)

                
	
                  Class
                    B-6

                	
                  $  
                    12,325,000.00 

                	
                  (1)

                
	
                  Class
                    B-7

                	
                  $   
                     8,217,000.00

                	
                  (1)

                
	
                  Class
                    B-8

                	
                  $  
                    10,682,000.00 

                	
                  (1)

                
	
                  Class
                    B-9

                	
                  $  
                    11,504,000.00

                	 
	
                  Class
                    C

                	
                  (2)

                	
                  (2)

                
	
                  Class
                    P

                	
                    
                    $              
                    100.00

                	
                  (3)

                
	
                  Class
                    R

                	
                  (4)

                	
                  (4)

                
	
                  Class
                    LT-R

                	
                  (5)

                	
                  (5)

                
	
                  Class
                    ES

                	
                  (6)

                	
                  (6)

                


        

      

    

    
       ____________

    

    
      	 	
              (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.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

            	
              The
                Class C Certificates shall have an initial principal balance of
                $32,866,782.91. 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.

            


    

     

    
      	 	
              (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
                MT1-R and MT2-R Interests.

            


    

    

      
        	 	
                (5)

              	
                The
                  Class LT-R Certificates represent the sole class of residual interest
                  in
                  the Lower-Tier REMIC and do not have a principal balance or a pass-through
                  rate. 

              


      

       

      
        	 	
                (6)

              	
                The
                  Class ES Certificates are an interest-only Certificates and for
                  each
                  Distribution Date the Class ES Certificates shall receive the Class
                  ES
                  Distributable Amount. The Class ES Certificates shall represent
                  an
                  interest in the Trust Fund, but shall not represent an interest
                  in any
                  REMIC created hereby.

              


      

       

    

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

    

      “Acceptable
        Successor Servicer”:
        A
        FHLMC- or FNMA-approved servicer that is (i) reasonably acceptable to the
        Master
        Servicer and (ii) acceptable to each Rating Agency, as evidenced by a letter
        from each such Rating Agency delivered to the Master Servicer and the Trustee
        that such entity’s acting as a successor servicer will not result in a
        qualification, withdrawal or downgrade of the then-current rating of any
        of the
        Certificates.

       

    

    
      
        
        

      

      
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    “Account”:
      The
      Distribution Account, the Final Maturity Reserve 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 3.19(a).

     

    “Additional
      Form 10-D Disclosure”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-K Disclosure”:
      As
      defined in Section 3.19(b).

     

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

     

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

     

    “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 other Middle-Tier REMIC 2 Regular
      Interests to a cap equal to the product of the Pass-Through Rate for the
      Corresponding Class of Certificates for such Distribution Date (computed by
      substituting Middle-Tier WAC Cap for Net WAC Cap) 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 any Servicer in accordance with the related
      Servicing Agreement for such Distribution Date.

     

    
      
        
        

      

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

     

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

    

      “Agreement”:
        This
        Amended and Restated Pooling and Servicing Agreement dated as of October
        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.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Assignment
      Agreements”:
      Each
      of the assignment and recognition agreements or assignment agreements identified
      on Exhibit Y hereto,
      as
      amended, supplemented and otherwise modified from time to
      time.

     

    “Available
      Funds”:
      With
      respect to any Distribution Date and either Loan Group, an amount equal to
      (i) the sum, without duplication, of (a) the aggregate of the Monthly
      Payments received on or prior to the related Determination Date (excluding
      Monthly Payments due in future Due Periods but received by the related
      Determination Date) in respect of the Mortgage Loans in such Loan Group,
      (b) Net Liquidation Proceeds, Insurance Proceeds (including from primary
      mortgage insurance policies), Principal Prepayments (excluding Prepayment
      Penalty Amounts), Recoveries and other unscheduled recoveries of principal
      and
      interest in respect of the Mortgage Loans in such Loan Group received during
      the
      related Prepayment Period, (c) the aggregate of any amounts received in respect
      of REO Properties for such Distribution Date in respect of the Mortgage Loans
      in
      such Loan Group, (d) the aggregate of any amounts of Interest Shortfalls
      (excluding for such purpose all shortfalls as a result of Relief Act Reductions)
      paid by the Servicers pursuant to the related Servicing Agreements and
      Compensating Interest Payments deposited in the Distribution Account for that
      Distribution Date in respect of the Mortgage Loans in such Loan Group,
      (e) the aggregate of the Purchase Prices, Substitution Adjustments,
      Repurchase Prices and other amounts collected for purchases or substitutions
      pursuant to Section 2.03 deposited in the Distribution Account during the
      related Prepayment Period in respect of the Mortgage Loans in such Loan Group,
      (f) the aggregate of any Advances made by any Servicer and Advances made by
      the Master Servicer for that Distribution Date in respect of the Mortgage Loans
      in such Loan Group, (g) the aggregate of any Advances made by the Trustee
      (as successor Master Servicer) for such Distribution Date pursuant to Section
      7.02 hereof in respect of the Mortgage Loans in such Loan Group and (h) the
      Termination Price allocated to such Loan Group on the Distribution Date on
      which
      the Trust Fund is terminated and (i) with respect to the Distribution Date
      in
      the month immediately following the end of the Prefunding Period, any amounts
      remaining in the Prefunding Account for the related Loan Group (other than
      investment earnings thereon); minus
      (ii) the sum of (u) if there is a Deficiency Amount (1) prior to the end of
      the Prefunding Period, any amount remaining in the Prefunding Account for the
      related Loan Group equal to such Deficiency Amount, and (2) in the
      case of the Distribution Date immediately following the end of the Prefunding
      Period, the amount released from the Prefunding Account for the related Loan
      Group 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
      in
      such Loan Group, (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 in such Loan Group and other amounts as to
      which the Servicers, the Trustee, the Credit Risk Manager, the Securities
      Administrator, the Custodians 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 Custodians or the
      Securities Administrator pursuant to Section 8.05, Section 3.30(b) and Section
      3.31(c) in respect of Mortgage Loans in such Loan Group or if not related to
      a
      Mortgage Loan, allocated to each Loan Group on a pro
      rata
      basis
      and (y) amounts deposited in the Distribution Account, as the case may be,
      in
      error, in respect of Mortgage Loans in such Loan Group.

     

    
      
        
        

      

      
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    “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 October 2, 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
      November 2007 and ending on the Distribution Date in August 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 W.

     

    “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.

     

    “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 Swiss Re Financial
      Products Corporation.

     

    “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).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “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 Swap 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.

     

    “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.

     

    “Capitalized
      Interest Account”:
      The account established and maintained by the Securities Administrator pursuant
      to Section 4.07. Such account will not be an asset of any REMIC.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Capitalized
      Interest Requirement”:
      With respect to
      the
      first Distribution Date, an amount equal to the excess of the Basis Risk
      Shortfalls for such Distribution Date over the sum of (i) the Required Reserve
      Fund Deposit for such Distribution Date and (ii) any amounts available from
      the
      Swap Account to pay Basis Risk Shortfalls for such Distribution
      Date.

     

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

     

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

     

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

     

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

     

    “Certificate
      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, Class
        ES,
        Class R and Class LT-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 Servicers, 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.

     

    “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 October 2013, 72.875% and
      thereafter 78.300% 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
      Overcollateralization Floor.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “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 October
      2013, 80.750% and thereafter 84.600% 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
      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 Class Principal Balance of the Class B-1 Certificates (after
      taking into account the distribution of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date) and (iv) the Class
      Principal Balance of the Class B-3 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to October 2013, 83.500% and thereafter 86.800% 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
      Overcollateralization Floor.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “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 Class Principal Balance of the Class B-1 Certificates (after
      taking into account the distribution of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B- 3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date) and (v) the Class Principal Balance of the Class B-4 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) for each Distribution Date prior to October 2013, 86.125% and
      thereafter 88.900% 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
      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 Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date) and (vi) the Class Principal Balance of the
      Class B-5 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to October
      2013, 88.500% and thereafter 90.800% 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
      Overcollateralization Floor.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “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 Class Principal Balance of the Class B-1 Certificates (after
      taking into account the distribution of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      B-5 Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date) and (vii) the Class
      Principal Balance of the Class B-6 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to October 2013, 90.375% and thereafter 92.300% 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
      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 Class Principal Balance of the Class B-1 Certificates (after
      taking into account the distribution of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      B-5 Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date), (vii) the Class
      Principal Balance of the Class B-6 Certificates (after taking into account
      the
      distribution of the Class B-6 Principal Distribution Amount on such Distribution
      Date) and (viii) the Class Principal Balance of the Class B-7 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) for each Distribution Date prior to October 2013, 91.625% and
      thereafter 93.300% 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
      Overcollateralization Floor.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “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 Class Principal Balance of the Class B-1 Certificates (after
      taking into account the distribution of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date), (iv) the
      Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date),
      (v) the
      Class Principal Balance of the Class B-4 Certificates (after taking into account
      the distribution of the Class B-4 Principal Distribution Amount on such
      Distribution Date), (vi) the Class Principal Balance of the Class B-5
      Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date), (vii) the Class
      Principal Balance of the Class B-6 Certificates (after taking into account
      the
      distribution of the Class B-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Class Principal Balance of the Class B-7 Certificates (after
      taking into account the distribution of the Class B-7 Principal Distribution
      Amount on such Distribution Date) and (ix) the Class Principal Balance of the
      Class B-8 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) for each Distribution Date prior to October
      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
      Overcollateralization Floor.

     

    “Class
      B-9 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-9 Certificates immediately prior to such
      Distribution Date and (b) the excess of (x) the sum of (i) the aggregate Class
      Principal Balance of the Senior Certificates (after taking into account the
      distribution of the Senior Principal Distribution Amount on such Distribution
      Date), (ii) the Class Principal Balance of the Class B-1 Certificates (after
      taking into account the distribution of the Class B-1 Principal Distribution
      Amount on such Distribution Date), (iii) the Class Principal Balance of the
      Class B-2 Certificates (after taking into account the distribution of the Class
      B-2 Principal Distribution Amount on such Distribution Date), (iv) the Class
      Principal Balance of the Class B-3 Certificates (after taking into account
      the
      distribution of the Class B-3 Principal Distribution Amount on such Distribution
      Date), (v) the Class Principal Balance of the Class B-4 Certificates (after
      taking into account the distribution of the Class B-4 Principal Distribution
      Amount on such Distribution Date), (vi) the Class Principal Balance of the
      Class
      B-5 Certificates (after taking into account the distribution of the Class B-5
      Principal Distribution Amount on such Distribution Date), (vii) the Class
      Principal Balance of the Class B-6 Certificates (after taking into account
      the
      distribution of the Class B-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Class Principal Balance of the Class B-7 Certificates (after
      taking into account the distribution of the Class B-7 Principal Distribution
      Amount on such Distribution Date), (ix) the Class Principal Balance of the
      Class
      B-8 Certificates (after taking into account the distribution of the Class B-8
      Principal Distribution Amount on such Distribution Date) and (x) the Class
      Principal Balance of the Class B-9 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) for each
      Distribution Date prior to October 2013, 95.000% and thereafter 96.000% 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
      Overcollateralization Floor.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “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 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.

     

    “Class
      ES Distributable Amount”:
      With
      respect to each Distribution Date and each SRO Mortgage Loan serviced by GMACM,
      an amount equal to one month’s interest at the Excess Servicing Fee Rate on the
      Stated Principal Balance of such SRO Mortgage Loan as of the Due Date in the
      month of such Distribution Date (prior to giving effect to any Scheduled
      Payments due on such SRO Mortgage Loan on such Due Date).

     

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

       

    

    “Class
      P Distributable Amount”:
      With
      respect to each Distribution Date, all Prepayment Penalty Amounts in respect
      of
      the Mortgage Loans listed on Schedule III hereto (as amended from time to time
      by the Seller in accordance with the provisions of this Agreement) 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. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

    “Closing
      Date”:
      October 2, 2007.

     

    “CMT”:
      The
      weekly average yield 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).

     

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

     

    “Collateral
      Account”:
      The
      Eligible 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 Servicers pursuant
      to the related Servicing Agreement with respect to such Distribution Date,
      exceeds (y) the aggregate amount actually paid by the Servicers 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.

     

    “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).

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “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: HarborView Trust 2007-7, 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 2007-7, 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 2007-7.

     

    “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.

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Initial
                Credit Enhancement 

              Percentage

            	
              Target
                Credit Enhancement 

              Percentage
                before

              October
                2013 or

              Stepdown
                Date

            	
              Target
                Credit Enhancement 

              Percentage
                on or after

              October
                2013 or

              Stepdown
                Date

            
	
              Senior

            	
              12.950%

            	
              32.375%

            	
              25.900%

            
	
              B-1

            	
              10.850%

            	
              27.125%

            	
              21.700%

            
	
              B-2

            	
              7.700%

            	
              19.250%

            	
              15.400%

            
	
              B-3

            	
              6.600%

            	
              16.500%

            	
              13.200%

            
	
              B-4

            	
              5.550%

            	
              13.875%

            	
              11.100%

            
	
              B-5

            	
              4.600%

            	
              11.500%

            	
              9.200%

            
	
              B-6

            	
              3.850%

            	
              9.625%

            	
              7.700%

            
	
              B-7

            	
              3.350%

            	
              8.375%

            	
              6.700%

            
	
              B-8

            	
              2.700%

            	
              6.750%

            	
              5.400%

            
	
              B-9

            	
              2.000%

            	
              5.000%

            	
              4.000%

            


    

    


    “Credit
      Risk Management Agreement”:
      Either
      (i) any of the credit risk management agreements dated as of the Closing Date,
      entered into by the related 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 a 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”:
      0.0050% per annum.

     

    “Credit
      Support Annex”:
      The
      credit support annex to the Swap Agreement dated as of October 2, 2007,
      between the Securities Administrator, on behalf of the Supplemental Interest
      Trust, and the Swap Provider.

     

    “Custodian”:
      Each
      of Deutsche Bank National Trust Company, Wells Fargo Bank, N.A. and The Bank
      of
      New York Trust Company, N.A., and their respective successors in interest and
      assigns acting as a custodian of the related 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 , (ii)
      Group
      1
      Prefunded Amount and (iii) the Group 2 the Prefunded Amount.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    “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
      Institution”:
      The
      Trustee, the Securities Administrator or any depository institution or trust
      company that (a) is incorporated under the laws of the United States of America
      or any State thereof, (b) is subject to supervision and examination by federal
      or state banking authorities and (c) has outstanding unsecured commercial paper
      or other short term unsecured debt obligations that are rated “P 1” by Moody’s,
“F1+” by Fitch and “1-A” by S&P, if so rated (to the extent they are Rating
      Agencies hereunder).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    “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 related 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.

     

    “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 related 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 2007-7” 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
      25th day of each month, or, if such day is not a Business Day, the next Business
      Day commencing in October 2007.

     

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

     

    “Downey”:
      Downey
      Savings & Loan Association, F.A., as a Servicer of a portion of the Mortgage
      Loans as set forth and as individually defined in the Mortgage Loan Schedule
      hereto, and any successors in interest and assigns.

     

    “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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    “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) (A)
      with
      respect to the Basis Risk Reserve Fund, the Basis Risk Cap Account, the Basis
      Risk Cap Termination Account, the Basis Risk Cap Replacement Receipts Account,
      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 at the time any amounts are
      held
      on deposit therein (a) “P-1” by Moody's (or at least “A2” if such institution
      has no short-term rating from Moody’s), (b) at least “A-1” by S&P (or at
      least “A+” if such institution has no short-term rating from S&P) and (c)
“F1” by Fitch (with respect to the preceding clauses (a), (b) and (c), in each
      case if such rating agency is a Rating Agency, and such applicable ratings
      from
      S&P, Fitch and Moody’s, the “Required Ratings”), provided,
      in each
      case, that following a downgrade, withdrawal or suspension of any such
      institution’s rating below any applicable Required Rating, each such account
      shall promptly (and in any case within not more than 30 calendar days in the
      case of Moody’s and Fitch, or 60 calendar days in the case of S&P) be moved
      to another institution which has the Required Ratings, or to one or more
      segregated trust accounts as provided in clause (iii);

     

    (B)
      With
      respect to each other Eligible Account, 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 at the time any amounts are held on deposit therein (a) “P-1” by Moody's
      (or at least “A2” if such institution has no short-term rating from Moody’s),
      (b) at least “A-2” by S&P (or at least “BBB+” if such institution has no
      short-term rating from S&P) and (c) “F1” by Fitch (with respect to the
      preceding clauses (a), (b) and (c), in each case if such rating agency is a
      Rating Agency, and such applicable ratings from S&P, Fitch and Moody’s, the
“Required Ratings”), provided, in each case, that following a downgrade,
      withdrawal or suspension of any such institution’s rating below any applicable
      Required Rating, each such account shall promptly (and in any case within not
      more than 30 calendar days) be moved to another institution which has the
      Required Ratings, or to one or more segregated trust accounts as provided in
      clause (iii);

     

    (ii) an
      account or accounts the deposits in which are fully 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;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (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 C Certificates, the Class ES Certificates, the Class B-9 Certificates,
      the Class P Certificates and the Residual Certificates and (ii) any Offered
      Certificates that are not rated at least “BBB-” (or its
      equivalent).

     

    “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.

     

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

     

    “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)(A) and (B)) and (y) the Overcollateralization Deficiency
      Amount for such Distribution Date.

     

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

     

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

     

    “Final
      Distribution Date”:
      The
      Distribution Date occurring in October 2037.

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    “Final
      Maturity Reserve Rate”:
      A per
      annum rate equal to the product of (i) 1.00% and (ii) a fraction, the numerator
      of which is the aggregate Stated Principal Balance as of the applicable Cut-off
      Date of the Mortgage Loans having 40-year original terms to maturity and the
      denominator of which is the aggregate Stated Principal Balance as of the
      applicable Cut-off Date of all of the Mortgage Loans.

     

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

     

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

     

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

     

    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Seller pursuant to or
      contemplated by Section 2.03, 3.25 and 10.01), a determination made by the
      related Servicer, and reported to the Trustee, that all Insurance Proceeds,
      Liquidation Proceeds and other payments or recoveries which the related Servicer
      expects to be finally recoverable in respect thereof have been so
      recovered.

     

    “Fitch”:
      Fitch
      Ratings and its successors.

     

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

     

    “GMACM”:
      GMAC
      Mortgage, LLC, as a Servicer of a portion of the Mortgage Loans as set forth
      and
      as individually defined in the Mortgage Loan Schedule hereto, and any successors
      in interest and assigns.

     

    “GMACM
      Reconstituted Servicing Agreement”:
      Reconstituted Servicing Agreement dated as of September 1, 2007, by and between
      GCFP and GMACM and acknowledged by the Master Servicer, the Securities
      Administrator and the Trustee.

     

    “GMACM
      Sub-Servicing Agreement”:
      Amended and Restated Master Interim Servicing Agreement dated as of January
      1,
      2006, by and between GCFP and GMACM.

     

    “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.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    “Group
      1 Adjusted Cap Rate”:
      With
      respect to any Distribution Date and the Class 1A-1A Certificates, the Net
      WAC
      Cap for such Distribution Date, determined by first reducing the Net WAC by
      a
      per annum rate equal to the product of (i) the Net Deferred Interest for Loan
      Group 1 for that Distribution Date multiplied by (ii) 12, divided
      by
      the Loan
      Group Collateral Balance for Loan Group 1 as of the first day of the month
      before such Distribution Date (or in the case of the first Distribution Date,
      as
      of the Initial Cut-off Date).

     

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

     

    “Group
      1 Final Maturity Reserve Amount”:
      With
      respect to each Distribution Date prior to the Distribution Date in October
      2017, zero. With respect to each Distribution Date commencing on the
      Distribution Date in October 2017 and on each Distribution Date thereafter
      until
      the Final Maturity Reserve Termination Date, an amount equal to the lesser
      of
      (x) the product of (i) the quotient of the Final Maturity Reserve Rate
divided
      by
      12 and
      (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans on
      the
      first day of the related Due Period (not including for this purpose Group 1
      Mortgage Loans for which prepayments in full have been received and distributed
      in the month prior to the Distribution Date) and (y)
      the
      Interest Remittance Amount for Loan Group 1 after making any withdrawals from
      the Distribution Account pursuant to Section 4.03(a).
      Notwithstanding the foregoing, if on any Distribution Date the aggregate Stated
      Principal Balance of Mortgage Loans having 40-year original terms to maturity
      on
      such Distribution Date is less than or equal to the applicable amount set forth
      in the Final Maturity Reserve Schedule, the Final Maturity Reserve Amount shall
      equal zero.

     

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

     

    
      “Group
        1 Prefunded Amount”:
As
        defined in Section 4.02(d). 

       

    

    “Group
      1 Principal Distribution Amount”:
      For
      any Distribution Date on or after the Stepdown Date and as long as a Trigger
      Event has not occurred or is not continuing with respect to such Distribution
      Date, will be the lesser of (a) the Senior Principal Distribution Amount
      multiplied by the Group 1 Principal Distribution Percentage and (b) the
      aggregate Class Principal Balance of the Group 1 Certificates; provided,
      however,
      that
      with respect to any such Distribution Date on which the aggregate Class
      Principal Balance of the Group 2 Certificates is reduced to zero, the Group
      2
      Principal Distribution Percentage of the Senior Principal Distribution Amount
      available for distribution to the Senior Certificates in excess of the amount
      necessary to reduce the aggregate Class Principal Balance of the Group 2
      Certificates to zero will be applied to increase the Group 1 Principal
      Distribution Amount (so long as any Class of Group 1 Certificates is
      outstanding).

     

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

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    “Group
      2 Adjusted Cap Rate”:
      With
      respect to any Distribution Date and the Group 2 Certificates, the Net WAC
      Cap
      for such Distribution Date, determined by first reducing the Net WAC by a per
      annum rate equal to the product of (i) the Net Deferred Interest for Loan Group
      2 for that Distribution Date multiplied by (ii) 12, divided
      by
      the Loan
      Group Collateral Balance for Loan Group 2 as of the first day of the month
      before such Distribution Date (or in the case of the first Distribution Date,
      as
      of the Initial Cut-off Date).

     

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

     

    “Group
      2 Final Maturity Reserve Amount”:
      With
      respect to each Distribution Date prior to the Distribution Date in October
      2017, zero. For each Distribution Date commencing on the Distribution Date
      in
      October 2017 and on each Distribution Date thereafter until the Final Maturity
      Reserve Termination Date, an amount equal to the lesser of (x) the product
      of
      (i) the quotient of the Final Maturity Reserve Rate divided
      by
      12 and
      (ii) the aggregate Stated Principal Balance of the Group 2 Mortgage Loans on
      the
      first day of the related Due Period (not including for this purpose Group 2
      Mortgage Loans for which prepayments in full have been received and distributed
      in the month prior to the Distribution Date) and (y) the Interest Remittance
      Amount for Loan Group 2 after making any withdrawals from the Distribution
      Account pursuant to Section 4.03(a). Notwithstanding the foregoing, if on any
      Distribution Date the aggregate Stated Principal Balance of Mortgage Loans
      having 40-year original terms to maturity on such Distribution Date is less
      than
      or equal to the applicable amount set forth in the Final Maturity Reserve
      Schedule, the Final Maturity Reserve Amount shall equal zero.

     

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

     

    “Group
      2 Prefunded Amount”:
As
      defined in Section 4.02(d).

     

    “Group
      2 Principal Distribution Amount”:
      For
      any Distribution Date on or after the Stepdown Date and as long as a Trigger
      Event has not occurred or is not continuing with respect to such Distribution
      Date, will be the lesser of (a) the Senior Principal Distribution Amount
      multiplied by the Group 2 Principal Distribution Percentage and (b) the
      aggregate Class Principal Balance of the Group 2 Certificates; provided,
      however,
      that
      with respect to any such Distribution Date on which the aggregate Class
      Principal Balance of the Group 1 Certificates is reduced to zero, the Group
      1
      Principal Distribution Percentage of the Senior Principal Distribution Amount
      available for distribution to the Senior Certificates in excess of the amount
      necessary to reduce the aggregate Class Principal Balance of the Group 1
      Certificates to zero will be applied to increase the Group 2 Principal
      Distribution Amount (so long as any Class of Group 2 Certificates is
      outstanding).

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

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

     

    “Group
      Percentage”:
      For
      any Loan Group and any Distribution Date, a fraction, expressed as a percentage,
      the numerator of which is the sum of (i) the aggregate Stated Principal Balance
      of Mortgage Loans in such Loan Group and (ii) the amount, if any, then on
      deposit in the Prefunding Account related to such Loan Group, and the
      denominator of which is the Aggregate Collateral Balance for such Distribution
      Date.

     

    “Indemnified
      Persons”:
      The
      Trustee (individually in its corporate capacity and in all capacities
      hereunder), the Master Servicer, the Depositor, the Custodians, 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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    “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, Class ES, Class R and
        Class
        LT-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
      September 1, 2007.

     

    “Initial
      Group 1 Mortgage Loans”:
      Any of
      the Group 1 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date
      and
      which are included in the Trust Fund as of the Closing Date. The aggregate
      Stated Principal Balance of the Initial Group 1 Mortgage Loans is equal to
      $604,689,758.95.

     

    “Initial
      Group 2 Mortgage Loans”:
      Any of
      the Group 2 Mortgage Loans with a Cut-off Date of the Initial Cut-off Date
      and
      which are included in the Trust Fund as of the Closing Date. The aggregate
      Stated Principal Balance of the Initial Group 2 Mortgage Loans is equal to
      $972,707,197.35.

     

    “Initial
      LIBOR Rate”:
      5.12375%.

     

    “Initial
      Mortgage Loan”:
      Any of
      the Initial Group 1 Mortgage Loans or the Initial Group 2 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 related Servicing
      Agreement.

     

    
      “Interest
        Distributable Amount”:
        With
        respect to any Distribution Date and each Class of Certificates (other than
        the
        Class C, Class P, Class ES, Class R and Class LT-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 and any Loan Group, the portion of the
      Available Funds for such Distribution Date attributable to interest received
      or
      advanced with respect to the Mortgage Loans in such Loan Group plus
      Principal Prepayments for the related Prepayment Period to the extent of
      Deferred Interest for the related Distribution Date. 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.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    “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.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “LIBOR
      Certificates”:
      The
      Class 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class B-1, Class B-2, Class
      B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8 and Class B-9
      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 related
      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 related 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 related 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.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      “Loan
        Group Collateral Balance”:
        With
        respect to each Loan Group and any date of determination, the applicable
        Loan
        Group Balance plus the amount, if any, then on deposit in the Prefunding
        Account, with respect to the related Loan Group; provided
        that the
        Loan Group Collateral Balance as of the Initial Cut-off Date will include
        the
        Group 1 Prefunded Amount or the Group 2 Prefunded Amount, as
        applicable.

       

    

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    “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”:
      0.0050% 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.

     

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

       

    

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    “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 Servicers
      pursuant to the applicable provisions of the Servicing Agreements; 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.

     

    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of September 1, 2007, regarding the transfer of the Mortgage Loans by the Seller
      (including the Seller’s rights and interest in the Servicing Agreements) 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;

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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;

            


    

     

    
      	 	
              (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;

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxi)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	 	
              (xxii)

            	
              the
                product code;

            


    

     

    
      	 	
              (xxiii)

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

            


    

     

    
      	 	
              (xxiv)

            	
              the
                Expense Fee Rate therefor;

            


    

     

    
      	 	
              (xxv)

            	
              the
                respective Loan Group; and

            


    

     

    
      	 	
              (xxvi)

            	
              whether
                the Mortgage Loan is a SRO Mortgage
                Loan.

            


    

     

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

     

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

     

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

     

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

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

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

     

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

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

    “Net
      Interest Shortfall”:
      With
      respect to any Distribution Date, the excess of the Interest Shortfalls, if
      any,
      for such Distribution Date over the sum of (i) Interest Shortfalls paid by
      the
      Servicers under the Servicing Agreements 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 October 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 1A-1A, Class 2A-1A, Class
      2A-1B and Class 2A-1C Certificates, (C) the Principal Remittance Amount, (D)
      the
      Aggregate Final Maturity Reserve Amount and (E) the amount of Principal
      Prepayments for the related Prepayment Period to the extent of Deferred Interest
      for such Distribution Date.

     

    “Net
      Realized Losses”:
      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.

     

    “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.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

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

     

    “Net
      WAC Cap”:
      For
      the LIBOR Certificates 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 1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-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.

     

    “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.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    “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 any 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
      Capitalized Interest Amount”:
      $0.

     

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

       

    

    “Originator”:
      Each
      party listed as an “Originator” on Exhibit V hereto 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 0.50% of the sum of (i) the aggregate Stated Principal Balance
        of the Mortgage Loans as of the Initial Cut-off Date and (ii) amounts on
        deposit
        in the Prefunding Account as of the Closing Date.

       

    

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

     

    “Overcollateralization
      Target Amount”:
      With
      respect to any Distribution Date, an amount equal to (i) prior to the Stepdown
      Date, 2.000% 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) 5.000% of
      the
      current Aggregate Collateral Balance prior to the Distribution Date in October
      2013 or (II) 4.000% of the current Aggregate Collateral Balance on or after
      the
      Distribution Date in October 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.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    “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.

    

      “Paul
        Financial”:
        Paul
        Financial, LLC, as a Servicer of a portion of the Mortgage Loans as set forth
        and as individually defined in the Mortgage Loan Schedule hereto, and any
        successors in interest and assigns.

       

    

    “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 1A-1A Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.000%
                per annum (2.000% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (B)

            	
              The
                Pass-Through Rate for the Class 2A-1A Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.000%
                per annum (2.000% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (C)

            	
              The
                Pass-Through Rate for the Class 2A-1B Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.000%
                per annum (2.000% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (D)

            	
              The
                Pass-Through Rate for the Class 2A-1C Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.000%
                per annum (2.000% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (E)

            	
              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
                1.000%
                per annum (1.500% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (F)

            	
              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
                1.000%
                per annum (1.500% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (G)

            	
              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
                1.200%
                per annum (1.800% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (H)

            	
              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
                1.300%
                per annum (1.950% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (I)

            	
              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
                1.400%
                per annum (2.100% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (J)

            	
              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
                1.400%
                per annum (2.100% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (K)

            	
              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
                1.400%
                per annum (2.100% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (L)

            	
              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
                1.400%
                per annum (2.100% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% per
                annum.

            


    

     

    
      	 	
              (M)

            	
              The
                Pass-Through Rate for the Class B-9 Certificates with respect to
                any
                Distribution Date shall equal the least of (i) One-Month LIBOR plus
                1.400%
                per annum (2.100% per annum after the Call Option Date), (ii) the Net
                WAC Cap for that Distribution Date and (iii) 10.50% 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, Class ES, Class
        R and
        Class LT-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, Class ES and Class P Certificates, the percentage
        interest specified on the face thereof. With respect to the Class R and Class
        LT-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 Securities Administrator, the Trustee or
      any
      of their respective Affiliates or for which an Affiliate of the Trustee serves
      as an advisor:

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              demand
                and time deposits in, certificates of deposit of, or bankers’ acceptances
                (which shall each have an original maturity of not more than 90 days
                and,
                in the case of bankers’ acceptances, shall in no event have an original
                maturity of more than 365 days or a remaining maturity of more than
                30
                days) denominated in United States dollars and issued by, any Depository
                Institution and rated “P 1” by Moody’s, “F1+” by Fitch and “A-1+” by
                S&P (to the extent they are Rating Agencies hereunder and are so rated
                by such Rating Agency);

            


    

     

    
      	 	
              (iii)

            	
              repurchase
                obligations with respect to any security described in clause (i)
                above
                entered into with a Depository Institution (acting as
                principal);

            


    

     

    
      	 	
              (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 or any
                State
                thereof and that are rated by each Rating Agency that rates such
                securities 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 payable on demand or on a specified
                date not
                more than 30 days after the date of acquisition thereof) that is
                rated by
                each Rating Agency that rates such securities in its highest short
                term
                unsecured debt rating available at the time of such
                investment;

            


    

     

    
      	 	
              (vi)

            	
              units
                of money market funds, including money market funds advised by the
                Depositor, the Trustee, the Securities Administrator or an Affiliate
                thereof, that have been rated “Aaa” by Moody’s, “AAA” by S&P and at
                least “AA” by Fitch (to the extent they are Rating Agencies hereunder and
                such funds are so rated by such Rating Agency);
                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 the Rating Agencies as a permitted
                investment of funds backing “Aaa” and “AAA” rated
                securities;

            


    

     

    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.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    “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, Class ES, Class R and Class LT-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 in all Loan Groups that were Outstanding Mortgage
      Loans on that day, plus
      the
      amount on deposit, if any, in the Prefunding Account.

     

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

     

    “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 2007-7.” 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) December 28, 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.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    “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 related Servicing Agreement.

     

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

     

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

     

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

     

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

     

    “Principal
      Distribution Amount”:
      With
      respect to any Distribution Date and Loan Group, the excess of (x) the related
      Principal Remittance Amount for such Distribution Date over (y) such Loan
      Group’s pro
      rata
      share,
      based on the aggregate Stated Principal Balance of the Mortgage Loans, of the
      Overcollateralization Release Amount for such Distribution Date.

     

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

     

    “Principal
      Remittance Amount”:
      With
      respect to each Loan Group and any Distribution Date, the sum of (a) each
      scheduled payment of principal collected or advanced on the related Mortgage
      Loans (before taking into account any Deficient Valuations or Debt Service
      Reductions) by the Servicer in respect of the related Due Period, (b) that
      portion of the Purchase Price or Repurchase Price, as applicable, representing
      principal of any repurchased Mortgage Loan in that Loan Group, deposited to
      the
      Distribution Account during the related Prepayment Period, (c) the
      principal portion of any related Substitution Adjustments with respect to that
      Loan Group deposited in the Distribution Account during the related Prepayment
      Period, (d) the principal portion of all Insurance Proceeds received during
      the related Prepayment Period with respect to Mortgage Loans in that Loan Group
      that are not yet Liquidated Mortgage Loans, (e) the principal portion of
      all Net Liquidation Proceeds received during the related Prepayment Period
      with
      respect to Liquidated Mortgage Loans in that Loan Group other than Recoveries,
      (f) all Principal Prepayments (net of portions of Principal Prepayments
      applied in respect of Deferred Interest pursuant to Section 5.01(a)(i)) in
      part
      or in full on Mortgage Loans received by the Servicer during the related
      Prepayment Period,
      net of
      Deferred Interest, (g) all Recoveries related to that Loan Group received during
      the related Prepayment Period, (h) the outstanding principal balance of each
      Mortgage Loan purchased from the Trust Fund by the NIMS Insurer (in the case
      of
      certain Mortgage Loans 90 days or more delinquent), (i) with respect to
      the January 2008 Distribution Date and
      the
      Principal Remittance Amount for Loan Group 2 only, any amount remaining
      in the Prefunding Account at the end of the Prefunding Period in respect of
      the
      Loan Group 2 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 that Loan Group. 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.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      “Private
        Certificates”:
        The
        Class B-9, Class C, Class P, Class ES, Class R and Class LT-R
        Certificates.

       

    

    “Private
      Placement Memorandum”:
      The
      Private Placement Memorandum dated October 1, 2007 relating to the initial
      offering of the Class B-9 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
      July 30, 2007, relating to the Offered Certificates.

     

    “Prospectus
      Supplement”:
      That
      certain prospectus supplement dated October 1, 2007, relating to the
      initial offering of the Offered Certificates.

     

    “Purchase
      Agreement”:
      Each
      mortgage loan purchase agreement and/or assignment agreement relating to the
      acquisition by the Seller of the Mortgage Loans and between the related
      Originator and the Seller, as listed on Exhibit V hereto.

     

    “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 related Servicer is
      repurchasing such Mortgage Loan, the Loan Rate minus the applicable 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
      related Servicer is repurchasing such Mortgage Loan, the Loan Rate minus the
      applicable 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.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    “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.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Reconstitution
      Agreement”:
      Each
      of the reconstitution agreements dated as of September 1, 2007, among the
      Seller, the Depositor and the related Servicer and acknowledged by the Master
      Servicer and the Trustee, reconstituting the Servicing Agreements.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

       

    

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    “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 relevant Servicing Agreement in respect of the
      proper operation, management and maintenance of such REO Property or (ii)
      payable or reimbursable to the applicable Servicer pursuant to the applicable
      provisions of the related 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 a Servicer on behalf of the Trust Fund through
      foreclosure or deed-in-lieu of foreclosure in accordance with the applicable
      provisions of the Servicing Agreements.

     

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

     

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

     

    
      
        
        

      

      
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    “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).

     

    “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”:
        Each
        of the Class R and Class LT-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.

     

    
      
        
        

      

      
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    “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.

     

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

     

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

     

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

     

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

     

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

     

    “Senior
      Principal Distribution Amount”:
      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 October 2013, 67.625% and thereafter 74.100% and
      (ii)
      the Aggregate Collateral Balance as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the Aggregate
      Collateral Balance 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
      Overcollateralization Floor.

     

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

     

    
      
        “Servicer”:
          Each
          of GMACM, Central Mortgage Company, Countrywide Home Loans Servicing LP,
          Downey,
          GreenPoint Mortgage Funding, Inc., IndyMac Bank, F.S.B., National City
          Mortgage
          Co., Paul Financial and Residential Funding Company, LLC.

         

      

      “Servicer
        Remittance Date”:
        With
        respect to each Mortgage Loan serviced by any Servicer other than Residential
        Funding Company, LLC, the 18th
        day of
        each month, or if such 18th
        day is
        not a Business Day, the preceding Business Day.
        With
        respect to each Mortgage Loan serviced by Residential Funding Company, LLC,
        the
        18th
        day of
        each month, or if such 18th
        day is
        not a Business Day, the next succeeding Business Day.

       

    

    
      
        
        

      

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

     

    “Servicing
      Agreement”:
      Each
      reconstituted servicing agreement set forth on Exhibit N hereto and relating
      to
      a Servicer and the servicing of the related Mortgage Loans by such 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 each Servicer and each Mortgage Loan serviced by such Servicer and
      for any calendar month, the fee payable to such Servicer determined pursuant
      to
      the applicable Servicing Agreement.

     

    “Servicing
      Fee Rate”:
      With
      respect to approximately 82.15% of the initial Mortgage Loans, the rate of
      0.375% per annum; for approximately 14.83% of the initial Mortgage Loans, the
      rate of 0.250% per annum, and for approximately 3.02% of the initial Mortgage
      Loans, the rate of 0.250% per annum before the date the related Mortgage Loan
      changes from a fixed rate Mortgage Loan to an adjustable rate Mortgage Loan,
      and
      on and after that date, the rate of 0.375% per annum.

     

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

     

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

     

    “Servicing
      Rights”:
      With
      respect to any SRO Mortgage Loan, any and all of the following: (a) the right,
      under the Servicing Agreement, to terminate the related SRO Servicer as servicer
      of the Mortgage Loan, with or without cause, subject to Section 3.03 of this
      Agreement; (b) the right, under the Servicing Agreement, to transfer the
      Servicing Rights and/or all servicing obligations with respect to such Mortgage
      Loan, subject to Section 3.03 of this Agreement; (c) the right to receive the
      Servicing Fee, less an amount to be retained by the related SRO Servicer as
      its
      servicing compensation as agreed to by the related Servicing Rights Owner
      and the related SRO Servicer, subject to Section 3.03 of this Agreement, and
      (d)
      all powers and privileges incident to any of the foregoing.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    
      “Servicing
        Rights Owner”:
        With
        respect to the SRO Mortgage Loans serviced by the related SRO Servicer, GCFP
        or
        any successor or assign of GCFP.

       

    

    “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.

    

      “SRO
        Mortgage Loans”:
        Any
        Mortgage Loans for which GMACM, Downey or Paul Financial is the applicable
        SRO
        Servicer and GCFP (or any of its successors or assigns) is the Servicing
        Rights
        Owner, and which are identified in the Mortgage Loan Schedule.

       

      “SRO
        Servicer”:
        GMACM,
        Downey or Paul Financial in their respective capacities as Servicers of SRO
        Mortgage Loans.

    

     

    “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 October 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. 

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    “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 October 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 any Servicer (or a Subservicer of any Servicer),
      the Master Servicer, the Trustee, the Custodians or the Securities
      Administrator.

     

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

     

    “Subordinate
      Certificate”:
      Any of
      the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class
      B-7,
      Class B-8 or Class B-9 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.

     

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

     

    
      
        
        

      

      
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    “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.

     

    “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 a Servicer, the Master
      Servicer, the Securities Administrator or a 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.

     

    “Subservicing
      Fee”:
      With
      respect to each Mortgage Loan serviced by GMACM, an amount equal to (a)
      one-twelfth the product of (i) the Subservicing Fee Rate and (ii) the Stated
      Principal Balance of such Mortgage Loan as of the first day of the related
      month.

     

    “Subservicing
      Fee Rate”:
      With
      respect to any SRO Mortgage Loan serviced by GMACM on behalf of the Trust Fund,
      the “GMACM Subservicing Fee Rate” as defined in the GMACM Reconstituted
      Servicing Agreement reconstituting the GMACM Sub-Servicing
      Agreement.

     

    “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).

     

    “Supported
      Originator”:
      American Home Mortgage Corp.

     

    “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 X.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    “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 Securities Administrator, (ii) two, and (iii)
      the
      quotient of the actual number of days in the Accrual Period for the LIBOR
      Certificates divided by 30. 

    


    “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
      Swiss
      Re
      Financial Products Corporation.

     

    “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.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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 (1) prior
      to
      October 2013, 21.62% of the current Credit Enhancement Percentage of the Senior
      Certificates
      and
      (2) on or after October 2013, 27.03% 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 (1) the aggregate Stated Principal Balance of the Initial Mortgage Loans
      as
      of the Cut-off Date, (2)
      the Group 1 Prefunded Amount and (3) the Group 2 Prefunded
      Amount, exceeds the applicable percentages set forth below with respect to
      such
      Distribution Date:

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              October
                2009 - September 2010

            	
              0.30%
                for the first month plus an additional 1/12th of 0.60% for each month
                thereafter

            
	
              October
                2010 - September 2011

            	
              0.90%
                for the first month plus an additional 1/12th of 0.80% for each month
                thereafter

            
	
              October
                2011 - September 2012

            	
              1.70%
                for the first month plus an additional 1/12th of 0.75% for each month
                thereafter

            
	
              October
                2012 - September 2013

            	
              2.45%
                for the first month plus an additional 1/12th of 0.75% for each month
                thereafter

            
	
              October
                2013 and thereafter

            	
              3.20%
                

            


    

    


    “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 each 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), (2) all income and gain realized from Permitted Investments
      of funds on deposit in the Distribution Account and (3) all Servicing Rights
      with respect to the SRO Mortgage Loans.

     

    “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.

     

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

     

    
      
        
        

      

      
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    “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 10.50% 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
      

     

    (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, Class ES, Class LT-R and Class
        P
        Certificates shall have no voting rights.

       

    

    
      
        
        

      

      
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    “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 the Capitalized Interest Account and (vii) all other
      assets included or to be included in the Trust Fund;
      provided
      that
      such an assignment shall not include any Servicing Rights with respect to SRO
      Mortgage Loans. 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.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    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.

     

    Notwithstanding
      anything provided herein to the contrary, each of the parties hereto agrees
      and
      acknowledges that, notwithstanding the transfer, conveyance and assignment
      of
      the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement,
      GCFP remains the sole and exclusive owner of the related Servicing Rights with
      respect to the SRO Mortgage Loans.

     

    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 Assignment
      Agreements and the Mortgage Loan Purchase Agreement, including all rights of
      the
      Seller under the Servicing Agreements 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 Assignment
      Agreements and the Mortgage Loan Purchase Agreement and all rights of the Seller
      under each Servicing Agreement as if, for such purpose, it were the Depositor
      or
      the Seller, as applicable, including the Seller’s right to enforce remedies for
      breaches of representations and warranties and delivery of the Mortgage Loan
      documents. The foregoing sale, transfer, assignment, set-over, deposit and
      conveyance does not and is not intended to result in creation or assumption
      by
      the Trustee of any obligation of the Depositor, the Seller or any other Person
      in connection with the Mortgage Loans or any other agreement or instrument
      relating thereto except as specifically set forth herein.

     

    In
      connection with such transfer and assignment, 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 related Custodian
      as its designated agent, the following documents or instruments with respect
      to
      each Mortgage Loan (a “Mortgage
      File”)
      so
      transferred and assigned:

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	
            	(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 2007-7, 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 related 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 2007-7, without
                recourse;”

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	
            	(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 applicable Servicer to take), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), such actions as are necessary 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 2007-7.
      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 related Custodian) the related Cooperative
      Loan Documents and the Seller shall take (or cause the applicable Servicer
      to
      take), at the expense of the Seller (with the cooperation of the Depositor,
      the
      Trustee and the Master Servicer) such actions as are necessary 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 applicable 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 applicable Servicer to properly record), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), in each public recording office where the related Mortgages are
      recorded, each assignment referred to in Section 2.01(v) above with respect
      to a
      Mortgage Loan that is not a MERS Mortgage Loan.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    For
      (a)
      Initial Mortgage Loans (if any) that have been prepaid in full after the Initial
      Cut-off Date and prior to the Closing Date or (b) Subsequent Mortgage Loans
      (if
      any) that have been prepaid in full after the applicable Subsequent Cut-off
      Date
      and prior to the applicable Transfer Date, in lieu of the Seller delivering
      the
      above documents, the applicable Servicer shall deliver to any NIMS Insurer
      and
      the Trustee, or to the related 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 related Custodian on behalf of the Trustee) on behalf of the Trust
      Fund shall be held by the Master Servicer or the applicable 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 applicable Reconstitution Agreement as of
                the
                applicable Subsequent Transfer Date; provided,
                however,
                that with respect to a breach of a representation and warranty with
                respect to a Subsequent Mortgage Loan, the obligation under Section
                2.03
                of this Agreement of the Seller or Originator, as applicable, to
                cure,
                repurchase or replace such Subsequent Mortgage Loan shall constitute
                the
                sole remedy against the Seller or Originator, as applicable, respecting
                such breach available to Certificateholders, the Depositor or the
                Trustee;

            


    

     

    
      	 	
              (ii)

            	
              the
                Trustee 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;

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      
        
        

      

      
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              (vi)

            	
              each
                Subsequent Mortgage Loan may not have a final maturity date later
                than
                October 1, 2047;

            


    

     

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

            


    

     

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

            


    

     

    
      	
            	(ix)	
              each
                Subsequent Mortgage Loan will have a Stated Principal Balance not
                greater
                than $2,000,000;

            


    

     

    
      	
            	(x)	
              each
                Subsequent Mortgage Loan will have a first payment date no later
                than
                December 2007;

            


    

     

    
      	
            	(xi)	
              each
                Subsequent Mortgage Loan will either be a fixed rate mortgage loan
                or an
                adjustable rate mortgage loan, which adjustable rate mortgage loan
                will
                have a Loan Rate determined by the MTA index, the 1-month
                LIBOR index,
                the 6-month LIBOR index or the 1-year LIBOR
                index;

            


    

     

    
      	
            	(xii)	
              each
                adjustable rate Subsequent Mortgage Loan will have a margin equal
                to, or
                in excess of, 1.750% per annum;

            


    

     

    
      	
            	(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 generally in accordance
                with underwriting criteria substantially similar to the underwriting
                guidelines used by each 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:

            


    

     

    with
      respect to Loan Group 2:

     

    
      	
            	(1)	
              with
                respect to adjustable rate mortgage loans, a weighted average margin
                of
                not less than 2.750% per annum;

            


    

     

    
      	 	
              (2)

            	
              a
                weighted average remaining term to stated maturity of no more than
                382
                months;

            


    

     

    
      
        
        

      

      
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              (3)

            	
              a
                weighted average original LTV ratio of not more than
                77%;

            


    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (5)

            	
              no
                more than 8% of the Group 2 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 a 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 a 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 a 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
      a 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 a 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 a 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 a 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 a 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
      a 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 a 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 related 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 related 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 Originators 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 related 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 such Originator of such defect, missing document or breach
      and
      request that such Originator deliver such missing document or cure such defect
      or breach within 90 days from the date that the related Originator was notified
      of such missing document, defect or breach. If such 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 such 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 such Originator. It is understood and agreed that the obligation
      of the related 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 such 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 a 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 related
      Originator’s obligation to repurchase such Mortgage Loan arises. The Trustee,
      upon receipt of written certification from the Seller or the related Originator
      of the related deposit in the Distribution Account, shall cause the related
      Custodian to release to the Seller or the related 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 related
      Originator, as applicable, shall furnish to it and as shall be necessary to
      vest
      in the Seller or the related Originator, as applicable, any Mortgage Loan
      released pursuant hereto and the Trustee and the related Custodian shall have
      no
      further responsibility with regard to such Mortgage File (it being understood
      that the Trustee and the related 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 an Originator of a representation and warranty
      made by such Originator in any 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 applicable Servicer to take),
      at
      the expense of the Seller (with the cooperation of the Depositor, the Trustee
      and the Master Servicer), such actions as are necessary either (i) cause MERS
      to
      execute and deliver an Assignment of Mortgage in recordable form to transfer
      the
      Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations or (ii) cause MERS to designate on the MERS® System the Seller or
      its designee as the beneficial holder of such Mortgage Loan. 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 related
      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
      related 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 related Servicer or the related Custodian, from such Servicer
      or such Custodian, as applicable, and the related Originator, Servicer or
      Custodian are hereby authorized to deliver such file to the
      Depositor.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    (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 related 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 Custodians 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 related Servicer, with respect to such Qualified Substitute
      Mortgage Loan or Loans, a certification substantially in the form attached
      hereto as Exhibit G-2, with any exceptions noted thereon. Within 180 days of
      the
      date of substitution, the Custodians 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.

     

    
      
        
        

      

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

     

    In
      addition, the Seller shall obtain at its own expense and deliver to the 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 related Originator in the related Purchase Agreement that is made
      as
      of the related Closing Date (as defined in the related Purchase Agreement),
      to
      the Seller’s knowledge, no event has occurred since the related Closing Date (as
      defined in the related Purchase Agreement) that would render such
      representations and warranties to be untrue in any material respect as of the
      Closing Date; and

     

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

     

    With
      respect to the representations and warranties 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.

     

    
      
        
        

      

      
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    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.

     

    SECTION
      2.05. Back-up of Certain Limited Originator Representations and
      Warranties.

     

    Within
      120 days following the earlier of discovery by the Seller or receipt of notice
      by the Seller of the occurrence of the breach of one or more of the Specified
      Representations and Warranties of the Supported Originator listed on Exhibit
      U
      hereto in respect of any related Mortgage Loan which materially adversely
      affects the value of that Mortgage Loan or the interest therein of the
      Certificateholders and for which the Supported Originator has failed to cure
      such breach in accordance with the terms of the related Purchase Agreement,
      the
      Seller shall take the actions described in Section 2.03, as applicable, in
      respect of such Mortgage Loan.

     

     

    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;

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    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 related 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.

     

     

    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.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    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
      2007-7 transaction.

     

    ARTICLE
      III

     

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

     

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

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers to service and administer their respective Mortgage Loans in
      accordance with the terms of the applicable 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 each 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 each Servicer and shall cause each Servicer to perform
      and observe the covenants, obligations and conditions to be performed or
      observed by such Servicer under the applicable Servicing Agreement.
      Notwithstanding anything in this Agreement, the Servicing Agreements 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 Servicers under the
      related Credit Risk Management Agreements with respect to any action taken
      or
      not taken by the applicable 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 each 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 Servicers’ 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.

     

    
      
        
        

      

      
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    The
      Trustee shall furnish the Servicers 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 Servicers 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 Servicers or Master Servicer in exercising
      such
      powers. 

     

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

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee (including in its capacity as a 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 related Servicer or the Master Servicer,
      as
      applicable, shall execute and deliver to the related 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 related 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 Servicers.

     

    (a) The
      Master Servicer shall be responsible for reporting to the Trustee (on behalf
      of
      the Trust Fund) and the Depositor the compliance by each Servicer with its
      duties under the related Servicing Agreement. In the review of each Servicer’s
      activities, the Master Servicer may rely upon an officer’s certificate of the
      Servicer with regard to such Servicer’s compliance with the terms of its
      Servicing Agreement. In the event that the Master Servicer, in its judgment,
      determines that a Servicer should be terminated in accordance with its 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 with respect to any SRO Servicer, the Master Servicer
      shall also notify the related Servicing Rights Owner, and the Master
      Servicer shall issue such notice or take such other action as it deems
      appropriate with Section 3.03(b) or, with respect to such SRO Servicer, Section
      3.03(f) below.

     

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

     

    (c) To
      the
      extent that the costs and expenses of the Master Servicer related to any
      termination of a 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 such Servicer and (ii) all reasonable costs
      and
      expenses associated with the complete transfer of servicing, including all
      servicing files and all servicing data and the completion, correction or
      manipulation of such servicing data as may be required by the successor servicer
      to correct any errors or insufficiencies in the servicing data or otherwise
      to
      enable the successor servicer to service the Mortgage Loans in accordance with
      the related Servicing Agreement) are not fully and timely reimbursed by the
      terminated Servicer, or with respect to any terminated SRO Servicer, are not
      fully and timely reimbursed by such terminated SRO Servicer (or, solely with
      respect to a termination of any SRO Servicer without cause, the related
      Servicing Rights Owner), 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 each Servicer to comply with the remittance
      requirements and other obligations set forth in the related Servicing
      Agreement.

     

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

     

    (f) Notwithstanding
      anything to the contrary herein, upon the termination of any SRO Servicer for
      any reason whatsoever, the related Servicing Rights Owner, as owner of the
      related Servicing Rights, shall at all times have the right to select a
      successor Servicer acceptable to the Master Servicer, which the Master Servicer
      shall appoint, provided
      that
      such servicer is an Acceptable Successor Servicer and that such servicer will
      assume all of the obligations of the terminated Servicer under the related
      Servicing Agreement. The Trustee shall have no duty, and shall not be required,
      to review the terms of such assumption under such Servicing
      Agreement.

     

    
      (g) It
        is
        understood and acknowledged by the parties hereto that, under the related
        Servicing Agreement, the applicable SRO Servicer has the right to resign
        as a
        SRO Servicer under such Servicing Agreement, provided
        that
        such resignation shall not become effective until (i) the related Servicing
        Rights Owner has consented to such resignation, and (ii) a successor Servicer
        is
        appointed which (a) is an Acceptable Successor Servicer and (b) which has
        assumed all of the obligations of the terminated Servicer under the related
        Servicing Agreement. Any reasonable costs and expenses of the Master Servicer
        incurred in connection with such termination and transfer of servicing shall
        be
        paid by the related Servicing Rights Owner.

       

    

    
      (h) It
        is
        understood and acknowledged by the parties hereto that under any Servicing
        Agreement related to the SRO Mortgage Loans, any Servicing Rights Owner has
        the
        right to terminate the related SRO Servicer, without cause, as provided and
        subject to the limitations of the related Servicing Agreement; provided
        that
        such termination shall not become effective until a successor Servicer is
        appointed which (a) is an Acceptable Successor Servicer and (b) which has
        assumed all of the obligations of the terminated Servicer under the related
        Servicing Agreement. Any termination fees owed to such terminated SRO Servicer
        and any reasonable costs and expenses of the Master Servicer incurred in
        connection with such termination and transfer of servicing shall be paid
        by the
        related Servicing Rights Owner.

       

    

    
      
        
        

      

      
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    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 applicable Servicer under any such bond
      or
      policy shall be remitted to the Master Servicer to the extent provided in the
      applicable Servicing Agreement.

     

     

    SECTION
      3.05. Power to Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders, the Trust Fund and
      the
      Trustee, customary consents or waivers and other instruments and documents,
      (ii)
      to consent to transfers of any Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds,
      Liquidation Proceeds and Recoveries and (iv) to effectuate, in its own name,
      on
      behalf the Trust Fund, or in the name of the Trust Fund, foreclosure or other
      conversion of the ownership of the Mortgaged Property securing any Mortgage
      Loan, in each case, in accordance with the provisions of this Agreement and
      the
      Servicing Agreements, as applicable; provided,
      however,
      that
      the Master Servicer shall not (and, consistent with its responsibilities under
      Section 3.03, shall not permit any 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 any 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 Agreements 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
      any 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 a Servicer, pursuant
      to the related 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 applicable Servicing Agreement and to the extent Mortgage
      Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
      the Servicers to enforce such clauses in accordance with the applicable
      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 applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
      is
      assumed, the original Mortgagor may be released from liability in accordance
      with the applicable Servicing Agreement.

     

    SECTION
      3.07. Release of Mortgage Files.

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      any 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 applicable Servicer will, if required under the related
      Servicing Agreement, promptly furnish to the applicable 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 related Servicing Account maintained by the applicable
      Servicer pursuant to Section 4.01 or by the applicable Servicer pursuant to
      its
      Servicing Agreement have been or will be so deposited) and shall request that
      the Trustee (or the related Custodian, on behalf of the Trustee) deliver to
      the
      applicable Servicer the related Mortgage File. Upon receipt of such
      certification and request, the Trustee (or the applicable Custodian, on behalf
      of the Trustee), shall promptly release the related Mortgage File to the
      applicable Servicer and the Trustee (and the Custodians) shall have no further
      responsibility with regard to such Mortgage File. Upon any such payment in
      full,
      each 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 related Servicing
      Account.

     

    
      
        
        

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with the applicable Servicing Agreement, the Trustee shall
      execute such documents as shall be prepared and furnished to the Trustee by
      a
      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 related Custodian, on behalf of the Trustee), shall, upon the request of
      a
      Servicer or the Master Servicer, and upon delivery to the Trustee (or the
      related 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 related 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 related 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 each Servicer (to the extent required by
      the
      related Servicing Agreement) shall transmit to the Trustee (or applicable
      Custodian) such documents and instruments coming into the possession of the
      Master Servicer or such Servicer from time to time as are required by the terms
      hereof or, in the case of the Servicers, by the applicable Servicing Agreement,
      to be delivered to the Trustee (or applicable Custodian). Any funds received
      by
      the Master Servicer or by a Servicer in respect of any Mortgage Loan or which
      otherwise are collected by the Master Servicer or by a 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 each
      Servicer to retain its Servicing Fee and any other amounts as provided in the
      applicable Servicing Agreement. The Master Servicer shall, and (to the extent
      provided in the applicable Servicing Agreement) shall cause each Servicer to,
      provide access to information and documentation regarding the Mortgage Loans
      to
      the Trustee, any NIMS Insurer, their agents and accountants at any time upon
      reasonable request and during normal business hours, and to Certificateholders
      that are savings and loan associations, banks or insurance companies, the Office
      of Thrift Supervision, the FDIC and the supervisory agents and examiners of
      such
      Office and Corporation or examiners of any other federal or state banking or
      insurance regulatory authority if so required by applicable regulations of
      the
      Office of Thrift Supervision or other regulatory authority, such access to
      be
      afforded without charge but only upon reasonable request in writing and during
      normal business hours at the offices of the Master Servicer designated by it.
      In
      fulfilling such a request the Master Servicer shall not be responsible for
      determining the sufficiency of such information.

     

    
      
        
        

      

      
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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 each 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 such Servicer under this Agreement or the applicable
      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 Servicers under the related Servicing Agreements to
      maintain or cause to be maintained standard fire and casualty insurance and,
      where applicable, flood insurance, all in accordance with the provisions of
      the
      related Servicing Agreements. It is understood and agreed that such insurance
      shall be with insurers meeting the eligibility requirements set forth in the
      applicable 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 any 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 applicable 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 any
      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 such 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 applicable Servicing
      Agreement) cause the related 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 a 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 any Servicer (to the extent such
      action is prohibited under the applicable 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 each Servicer (to the extent required under
      the
      related 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 related Servicing Agreement, as applicable. The Master Servicer shall
      not, and shall not permit any Servicer (to the extent required under the related
      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 related Servicing Agreement, as
      applicable.

     

    (b) The
      Master Servicer agrees to cause each Servicer (to the extent required under
      the
      related 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.

     

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

     

    The
      Trustee (or the applicable 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 applicable 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.

     

    
      
        
        

      

      
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    SECTION
      3.13. Realization Upon Defaulted Mortgage Loans.

     

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

     

    SECTION
      3.14. Additional Compensation to the Master Servicer. 

     

    The
      Master Servicer shall be entitled to receive the Master Servicing Fee and,
      pursuant to Section 4.02(c), certain income and gain realized from any
      investment of funds in the Distribution Account shall be for the benefit of
      the
      Master Servicer as additional compensation. Servicing compensation in the form
      of assumption fees, if any, late payment charges, as collected, if any, or
      otherwise (but, unless otherwise specifically permitted in the applicable
      Servicing Agreement, not including any Prepayment Penalty Amounts) shall be
      retained by the applicable Servicer, or the Master Servicer, and shall not
      be
      deposited in the related 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 applicable Servicing
      Agreement, cause the applicable 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
      related Servicing Agreement, as applicable. Pursuant to its efforts to sell
      such
      REO Property, the Master Servicer shall cause the applicable Servicer to protect
      and conserve such REO Property in the manner and to the extent required by
      the
      applicable 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 related Servicing
      Agreement, cause the applicable Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the related
      Servicing Account.

     

    (c) The
      Master Servicer and the applicable 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 related Servicing Agreement, the Liquidation Proceeds
      from the final disposition of the REO Property, net of any payment to the Master
      Servicer and the applicable Servicer as provided above shall be deposited in
      the
      related 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
      Servicers 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 each Servicing
      Agreement in respect of the Servicer and notify the Depositor of any
      exceptions.

    


    (iv) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from each 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, a 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.


     

    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.

     

    
      
        
        

      

      
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    The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicers 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
      a
      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 related Servicing
      Agreement, the Securities Administrator shall notify such 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 applicable 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 related 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 443-367-3307. 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 2007-7 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.

     

    (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
      Agreements, (i) an annual compliance statement for each Servicer, the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties (each, with the Custodians, 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.

     

    
      
        
        

      

      
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    (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 2007-7 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.

    


    (c) Reports
      Filed on Form 8-K.

     

    
      
        
        

      

      
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    (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 2007-7 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.

     

    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 a
      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.

     

    
      
        
        

      

      
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    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.

     

    (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.

     

    
      
        
        

      

      
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    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 Custodians (including for such purpose, the Trustee acting in
      its
      capacity as a Custodian) and any director, officer, employee or agent of the
      Master Servicer, the Trustee or the Custodians 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 Agreements 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 related 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
      Custodians only, any such loss, liability or expense incurred by reason of
      the
      Master Servicer’s or the applicable 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 Servicers,
      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 applicable Servicers and/or the Master Servicer. The Credit Risk Manager
      shall look solely to the applicable Servicers 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 applicable
      Servicers 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 applicable
      Servicers and/or the Master Servicer pursuant to the applicable Credit Risk
      Management Agreement in the performance of its duties thereunder and
      hereunder.

     

    SECTION
      3.39. Removal of Credit Risk Manager.

     

    
      
        
        

      

      
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    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 662⁄3% 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 each Servicer to establish
      and
      maintain one or more custodial accounts (the “Servicing
      Accounts”)
      in
      accordance with the applicable 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
      related Servicing Agreement) of receipt all collections of principal and
      interest on any Mortgage Loan and with respect to any REO Property received
      by a
      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 each Servicer, the applicable servicing
      compensation, in whatever form and amounts as permitted by the applicable
      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 related Servicing Account for purposes required or permitted
      by this Agreement and the applicable 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. Each 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 related Servicing Agreement and subject to this Article
      IV, on or before each Servicer Remittance Date, each Servicer shall withdraw
      or
      shall cause to be withdrawn from the related 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 Servicers pursuant to the Servicing Agreements 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 Servicers
      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 Servicers 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 any Servicer on the related 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 Agreements 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
      an
      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 Servicers 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 “LT-R Investment
        Period”) from each 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 LT-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 Section 4.02(c) (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 LT-R
        Certificate on the Distribution Date in the following month. For periods
        outside
        of the LT-R Investment Period, proceeds due to the Holder of the Class LT-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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      (d)
        On
        the Closing Date, the Depositor shall remit the amount of $5,679,713.63 (the
        “Group 1 Prefunded Amount”) to the Securities Administrator for deposit in the
        Distribution Account. The Group 1 Prefunded Amount shall be distributed as
        part
        of principal distributions to the Group 1 Certificateholders on the October
        2007
        Distribution Date. Prior to the October 2007 Distribution Date, the Group
        1
        Prefunded Amount shall be invested for the benefit of the
        Depositor.

    

     

    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 a Servicer, to the Master Servicer, to the
      Trustee or to itself for the following purposes:

     

    (i) to
      reimburse the Master Servicer or any Servicer for any Advance of its own funds
      or of such Servicer’s own funds, the right of the Master Servicer or a 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 any Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer or such 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 any 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 such 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 any Servicer, as appropriate, from Liquidation Proceeds
      or Insurance Proceeds received in connection with the liquidation of any
      Mortgage Loan, the amount which it or such 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 any Servicer from the Purchase Price for any Mortgage
      Loan, the amount which it or such Servicer would have been entitled to receive
      under subclause (viii) of this Subsection (a) as servicing
      compensation;

     

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

     

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

     

    
      
        
        

      

      
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    (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 a 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 Group 2 Prefunded Amount to the
        Securities Administrator for deposit in the Prefunding Account. The
        Group
        2 Prefunded Amount shall
        be
        applied to the purchase of Subsequent Mortgage Loans for Loan Group 2. 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 at the
      end
      of the Prefunding Period to the Distribution Account to be included as part
      of Principal Remittance Amount for Loan Group 2 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.

     

     

    SECTION
      4.07. Capitalized Interest Account.

     

    Upon
      the
      request of the Seller, the Securities Administrator shall establish and
      maintain, on behalf of the Certificateholders, the Capitalized Interest Account.
      The Capitalized Interest Account shall be an Eligible Account. On the Closing
      Date, the Seller shall deposit in the Capitalized Interest Account the Original
      Capitalized Interest Amount. On the Business Day preceding any Distribution
      Date
      occurring during the Prefunding Period, the Securities Administrator shall
      withdraw from the Capitalized Interest Account an amount equal to the
      Capitalized Interest Requirement (based on a monthly report provided to the
      Securities Administrator by the Master Servicer no later than such Business
      Day)
      for deposit into the Distribution Account for distribution to Certificateholders
      in accordance with Article V on such Distribution Date. Amounts on deposit
      in
      the Capitalized Interest Account shall be invested in a money market or common
      trust fund as described in paragraph (vii) of the definition of “Permitted
      Investments” set forth in Article I. All investment income and other gain on
      such investments shall be for the benefit of the Seller and shall be subject
      to
      withdrawal on order of the Seller from time to time. The amount of any losses
      incurred in respect of any such investments shall be paid by the Seller by
      a
      deposit into the Capitalized Interest Account of its own funds, immediately
      as
      realized. Amounts may be released from the Capitalized Interest Account and
      paid
      to the depositor at any time, if permitted by S&P as evidenced in a written
      confirmation from such Rating Agency. At the end of the Prefunding Period,
      all
      amounts, if any, on deposit in the Capitalized Interest Account shall be
      withdrawn by the Securities Administrator and distributed to the Seller and
      the
      Capitalized Interest Account shall be terminated.

     

     

    
      
        
        

      

      
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    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 each Loan Group for such Distribution Date and, based
      on
      the Distribution Date Statement, make the following disbursements and transfers
      as set forth below:

     

    (i) The
      Interest Remittance Amount and, solely to the extent of Deferred Interest for
      such Distribution Date, Principal Prepayments for each Loan Group 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) from
      the
      Interest Remittance Amount and Principal Prepayments related to the Group 1
      Mortgage Loans, in the following priority:

     

    (1) 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) for Loan
      Group 1 (based on the applicable Group Percentage) owed to the Swap Provider
      (including amounts remaining unpaid from previous Distribution
      Dates);

     

    (2) second,
      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 to the extent not paid previously or from the Interest Remittance
      Amount related to Loan Group 2 in accordance with clause (B)(1)
      below;

     

    (3) third,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date;

     

    (4) fourth,
      to the
      Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date, to the extent not paid pursuant to clause
      (B)(3) below;

     

    (5) fifth,
      to the
      Holders of the Class 1A-1A Certificates, the related Monthly Interest
      Distributable Amount and the Unpaid Interest Shortfall Amount, if any, to which
      such Class is entitled; and

     

    
      
        
        

      

      
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    (6) sixth,
      concurrently, on a pro
      rata
      basis,
      to the Holders of the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates,
      the
      related Monthly Interest Distributable Amount and the Unpaid Interest Shortfall
      Amount, if any, to which each such Class is entitled, to the extent not paid
      pursuant to clause (B)(5) below;

     

    (B) from
      the
      Interest Remittance Amount and Principal Prepayments related to the Group 2
      Mortgage Loans, in the following priority:

     

    (1) 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) for Loan
      Group 2 (based on the applicable Group Percentage) owed to the Swap Provider
      (including amounts remaining unpaid from previous Distribution
      Dates);

     

    (2) second,
      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 to the extent not paid previously or from the Interest Remittance
      Amount related to Loan Group 1 in accordance with clause (A)(1)
      above

     

    (3) third,
      to the
      Final Maturity Reserve Account, the Group 2 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date;

     

    (4) fourth,
      to the
      Final Maturity Reserve Account, the Group 1 Final Maturity Reserve Amount,
      if
      any, for that Distribution Date, to the extent not paid pursuant to clause
      (A)(3) above;

     

    (5) fifth,
      concurrently, on a pro
      rata
      basis,
      to the Holders of the Class 2A-1A, Class 2A-1B and Class 2A-1C Certificates,
      the
      related Monthly Interest Distributable Amount and the Unpaid Interest Shortfall
      Amount, if any, to which each such Class is entitled; and

     

    (6) sixth,
      to the
      Holders of the Class 1A-1A Certificates, the Monthly Interest Distributable
      Amount and the Unpaid Interest Shortfall Amount, if any, to which such Class
      is
      entitled, to the extent not paid pursuant to clause (A)(5) above;

     

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

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

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

     

    (K) from
      the
      remaining Interest Remittance Amounts and Principal Prepayments for both Loan
      Groups, to the Holders of the Class B-9 Certificates, the related Monthly
      Interest Distributable Amount; and 

     

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

     

    (ii) On
      each
      Distribution Date (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 for each Loan Group shall be distributed
      in
      the following amounts and order of priority:

     

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

     

    (1) from
      the
      Principal Distribution Amount related to the Group 1 Mortgage Loans, in the
      following order of priority:

     

    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) for Loan
      Group 1 (based on the applicable Group Percentage) owed to the Swap Provider
      (to
      the extent not previously paid or paid from the Interest Remittance
      Amount);

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

    second,
      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 (to the extent not previously paid, paid from the Interest Remittance
      Amount, or paid from Section 5.01(a)(ii)(A)(2) below);

     

    third,
      to the
      Holders of the Class 1A-1A Certificates, until their Class Principal Balance
      has
      been reduced to zero; and

     

    fourth,
      for
      application pursuant to clause (B) below, any Group 1 Principal Distribution
      Amount remaining.

     

    (2) from
      the
      Principal Distribution Amount related to the Group 2 Mortgage Loans, in the
      following order of priority:

     

    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) for Loan
      Group 2 (based on the applicable Group Percentage) owed to the Swap Provider
      (to
      the extent not previously paid or paid from the Interest Remittance
      Amount);

     

    second,
      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 (to the extent not previously paid, paid from the Interest Remittance
      Amount or paid from Section 5.01(a)(ii)(A)(1) above);

     

    third,
      to the
      Holders of the Class 2A-1A, Class 2A-1B and Class 2A-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;
      and

     

    fourth,
      for
      application pursuant to clause (B) below, any Group 2 Principal Distribution
      Amount remaining.

     

    (B) from
      the
      Principal Distribution Amount for both Loan Groups,
      in the
      following order of priority:

     

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

     

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

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (9) to
      the
      Holders of the Class B-9 Certificates, until the Class Principal Balance thereof
      has been reduced to zero; and

     

    (10) 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 for each Loan Group shall be
      distributed in the following amounts and order of priority:

     

    (A) from
      the
      Senior Principal Distribution Amount for the related Loan Group, concurrently
      as
      follows:

     

    (1) the
      Group
      1 Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    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) for Loan
      Group 1 (based on the applicable Group Percentage) owed to the Swap Provider
      (to
      the extent not paid previously or paid from the Interest Remittance
      Amount);

     

    second,
      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 (to the extent not paid previously, paid from the Interest Remittance
      Amount, or paid from Section 5.01(a)(iii)(A)(2)first
      below);

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

    third,
      to the
      Holders of the Class 1A-1A Certificates, until their Class Principal Balance
      has
      been reduced to zero; and

     

    fourth,
      for
      application pursuant to clause (B) below, any Group 1 Principal Distribution
      Amount remaining undistributed for such Distribution Date.

     

    (2) the
      Group
      2 Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    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) for Loan
      Group 2 (based on the applicable Group Percentage) owed to the Swap Provider
      (to
      the extent not paid previously or paid from the Interest Remittance
      Amount);

     

    second,
      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) for Loan Group
      1
      (based on the applicable Group Percentage) owed to the Swap Provider (to the
      extent not paid previously, paid from the Interest Remittance Amount or paid
      Section 5.01(a)(iii)(A)(1)first
      above);

     

    third,
      to the
      Holders of the Class 2A-1A, Class 2A-1B and Class 2A-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;
      and 

     

    fourth,
      for
      application pursuant to clause (B) below, any Group 2 Principal Distribution
      Amount remaining undistributed for such Distribution Date.

     

    (B) from
      the
      Principal Distribution Amount for both Loan Groups, in the following order
      of
      priority:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (9) to
      the
      Holders of the Class B-9 Certificates, the Class B-9 Principal Distribution
      Amount; and

     

    (10) 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:

     

    (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; 

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

    (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;


     

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

     

    (L) to
      the
      Holder of the Class R Certificate, 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]

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

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

       

    

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

     

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

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    (ii) to
      the
      Holders of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class
      B-6,
      Class B-7, Class B-8 and Class B-9 Certificates, sequentially, in that order,
      after giving effect to principal distributions on such Distribution Date
      pursuant to Sections 5.01(a)(ii) or (iii) above, as applicable, in reduction
      of
      their respective Class Principal Balances, until the Class Principal Balance
      of
      each such class has been reduced to zero;

     

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

     

    (iv) to
      the
      Holders of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class
      B-6,
      Class B-7, Class B-8 and Class B-9 Certificates, sequentially, in that order,
      any Interest Distributable Amounts for each such Class remaining unpaid on
      such
      Distribution Date; and

     

    (v) to
      the
      extent of any funds remaining in the Final Maturity Reserve Account after
      payment pursuant to clauses (i) through (iv) above, to the Holders of the Class
      C Certificates.

     

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

     

    (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) On
      each
      Distribution Date, the Trustee, as Paying Agent, shall withdraw the Class ES
      Distributable Amount from funds on deposit in the Distribution Account and
      shall
      distribute such amounts to the Holders of the Class ES
      Certificates.

     

    (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:

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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.

     

    
      
        
        

      

      
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    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
      in
      each Loan Group for the related Distribution Date and include such information
      in the Distribution Date Statement.

     

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

     

    (iv) (A) with
      respect to such losses related to the Group 1 Mortgage Loans, to the Class
      1A-1A
      Certificates, until the Class Principal Balance of such Class is reduced to
      zero; and

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xvii) for
      each
      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;

     

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

     

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

     

    (xx) for
      each
      Loan Group, the aggregate Principal Balance of Mortgage Loans purchased
      hereunder by the Seller during the related Due Period;

     

    
      
        
        

      

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

     

    (xxii) current
      Recoveries allocable to each Loan Group;

     

    (xxiii) cumulative
      Recoveries allocable to each Loan Group;

     

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

     

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

     

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

     

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

     

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

     

    (xxix) the
      Overcollateralized Amount for that Distribution Date;

     

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

     

    (xxxi) the
      amount of any Class P Distributable Amount and the amount of any Class ES
      Distributable Amount; 

     

    (xxxii) the
      amount on deposit in the Prefunding Account in the aggregate and for each Loan
      Group (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); 

     

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

     

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

     

    (xxxv) 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.

     

    
      
        
        

      

      
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    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 (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.

     

    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.

    

      (d)
        In
        addition to the above, on each Distribution Date, the Servicers shall provide
        a
        monthly loan level data file, or the Securities Administrator shall make
        available on the Securities Administrator’s internet website a monthly loan
        level data file (based solely on information provided by the Servicers)
        containing data provided to the Securities Administrator by the Servicers,
        available to those who are permitted to access the website, including the
        Rating
        Agencies. Such data at a minimum shall contain the fields referenced in Exhibit
        Z.

       

    

    
      
        
        

      

      
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    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 a Servicer.

     

    (b) If
      the
      Monthly Payment on a Mortgage Loan that was due on a related Due Date and is
      delinquent, other than as a result of application of the Relief Act, and for
      which the related Servicer was required to make an advance pursuant to the
      related 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 such Servicer is required to do so under its 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 Servicers 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.

     

    
      
        
        

      

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

     

    (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 the related Loan
      Group allocated to such Class for such Distribution Date as
      follows:

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      5.09. The Final Maturity Reserve Trust.

     

    
      (a) The
        Final
        Maturity Reserve Trust is hereby established as a separate trust, the corpus
        of
        which shall be held by the Securities Administrator, in trust, for the benefit
        of the holders of the Certificates (other than the Class P, Class ES, Class
        R
        and Class LT-R Certificates). The Securities Administrator shall establish
        an
        account (the “Final Maturity Reserve Account”). The Final Maturity Reserve
        Account shall be an Eligible Account, and funds on deposit therein shall
        be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including, without limitation, other moneys of the Securities Administrator
        held
        pursuant to this Agreement. Notwithstanding anything herein to the contrary,
        the
        Securities Administrator will only establish the Final Maturity Reserve Account
        if there is any Group 1 Final Maturity Reserve Amount or Group 2 Final Maturity
        Reserve Amount to be deposited therein. 

       

    

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

     

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

     

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

     

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

     

    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.

     

    
      
        
        

      

      
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    (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).

     

    (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 Event” 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.

     

    
      
        
        

      

      
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    (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.

     

    (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 Event” 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
        1A-1A, Class 2A-1A, Class 2A-1B, Class 2A-1C, Class B-1, Class B-2, Class
        B-3,
        Class B-4, Class B-5, Class B-6, Class B-7, Class B-8 and Class B-9
        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 ES Certificates shall be issued
        in
        a minimum Percentage Interest of 1% and in integral percentage of multiples
        of
        1% in excess thereof. The Class R and Class LT-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]

     

    
      
        
        

      

      
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      (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 HarborView Commercial Holdings I, LLC, 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.

       

    

    
      (e) The
        Class
        ES Certificates and the Residual 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).

     

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

     

    
      
        
        

      

      
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    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 or Private Placement Memorandum, as applicable, and
      this Agreement.

     

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

     

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

     

    (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.

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    (vi) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      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).

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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

     

    
      
        
        

      

      
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    (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;

     

    (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.

     

    
      
        
        

      

      
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    (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. 

     

    (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.

     

    
      
        
        

      

      
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    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.

     

    (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.

     

    
      
        
        

      

      
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    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 and, on the Final Maturity Reserve Termination Date,
      the Final Maturity Reserve 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.

     

    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

     

    
      
        
        

      

      
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    (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.

     

    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;

     

    
      
        
        

      

      
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    (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;

     

    (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 a custodian, and shall not be responsible for
      any
      willful misconduct or negligence on the part of any agent, nominee, attorney
      or
      custodian appointed by the Trustee 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.

     

    
      
        
        

      

      
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    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 Agreements, 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 Custodians, 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, a Custodian, Master Servicer or Securities
      Administrator, as applicable, and may otherwise deal with the parties
      hereto.

     

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

     

    The
      Trustee (including in its capacity as a 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 a 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 Custodians 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.

     

    
      
        
        

      

      
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    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
      any
      Servicer. If such entity publishes reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purposes of this Section 8.06, the combined capital
      and
      surplus of such entity shall be deemed to be its combined capital and surplus
      as
      set forth in its most recent report of condition so published. The principal
      office of the Trustee (other than the initial Trustee) shall be in a state
      with
      respect to which an Opinion of Counsel has been delivered to such Trustee at
      the
      time such Trustee is appointed Trustee to the effect that the Trust Fund will
      not be a taxable entity under the laws of such state. In case at any time the
      Trustee 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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

     

    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.

     

    
      
        
        

      

      
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    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the 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;

     

    (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.

     

    
      
        
        

      

      
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    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.

     

    (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.

     

    
      
        
        

      

      
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    SECTION
      8.14. Waiver of Bond Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee post a bond or other surety with any court,
      agency or body whatsoever.

     

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

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee file any inventory, accounting or appraisal
      of
      the Trust Fund with any court, agency or body at any time or in any manner
      whatsoever.

     

    SECTION
      8.16. Appointment of Custodians.

     

    The
      Trustee may, and at the direction of the Depositor shall, appoint one or more
      custodians to hold all or a portion of the related Mortgage Files as agent
      for
      the Trustee, by entering into a custodial agreement. The custodian may at any
      time be terminated and a substitute custodian appointed therefor by the Trustee.
      Subject to this Article VIII, the Trustee agrees to comply with the terms of
      each custodial agreement and to enforce the terms and provisions thereof against
      the custodian for the benefit of the Certificateholders having an interest
      in
      any Mortgage File held by such custodian. Each custodian shall be a depository
      institution or trust company subject to supervision by federal or state
      authority, shall have combined capital and surplus of at least $15,000,000
      and
      shall be qualified to do business in the jurisdiction in which it holds any
      Mortgage File. The 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.

     

    Neither
      the Securities Administrator nor the Trustee shall 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.

     

    
      
        
        

      

      
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    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.

     

    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.
      The
      Securities Administrator, however, shall have no information or other tax
      reporting obligations with respect to the Final Maturity Reserve Trust. 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. 

     

    
      
        
        

      

      
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    (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.

     

    (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 Capitalized Interest Account, 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. For federal income tax purposes,
      the Holders of the Class C Certificates are the owners of each such outside
      reserve fund other than the Capitalized Interest Account, and the Seller is
      the
      owner of the Capitalized Interest Account.

     

    (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.

     

    
      
        
        

      

      
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    (m) 
      The
      Securities Administrator shall treat the Final Maturity Reserve Trust as an
      outside reserve fund within the meaning of Treasury Regulation Section
      1.860G-2(h) owned by the holders of the Class C Certificates and not assets
      of
      any REMIC. The Class C Certificateholder shall be treated as the owner of the
      Final Maturity Reserve Trust and any payments made from the Final Maturity
      Reserve Trust to beneficial owners of Certificates (other than the Class C
      Certificates) shall be treated for federal income tax purposes as payments
      made
      by the Class C Certificateholder in exchange for an interest in the Certificates
      then owned by such beneficial owners.

     

    (n) For
      federal income tax purposes, upon any sale of the property held by the Trust
      Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium
      Proceeds paid by the 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.

     

    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.

     

    
      
        
        

      

      
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    Following
      the date on which the aggregate of the Stated Principal Balances of the Mortgage
      Loans (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) on
      such
      date is equal to or less than 10% of the Cut-off Date Collateral Balance (the
      “Call
      Option Date”),
      the
      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.

     

    
      
        
        

      

      
        172

        
          

        

      

      
        
        

      

    

     

    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.

     

    Notwithstanding
      anything provided herein to the contrary, upon the exercise of the Terminator
      of
      its Call Option, the related Servicing Rights Owner shall retain any and
      all related Servicing Rights with respect to any SRO Mortgage
      Loans.

     

    (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.

     

    
      
        
        

      

      
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    (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 (i) with respect to the Group 1 Mortgage Loans on the Final
      Distribution Date, such amounts, if any, shall be distributed to the Class
      2A-1A, Class 2A-1B and Class 2A-1C Certificates, pro
      rata
      up to
      the amount by which the aggregate Class Principal Balance of the classes of
      Senior Certificates related to Loan Group 2 on such date is greater than the
      Loan Group Balance of the related Group 2 Mortgage Loans for such Distribution
      Date and (ii) with respect to the Group 2 Mortgage Loans on the Final
      Distribution Date, such amounts, if any, shall be distributed to the Class
      1A-1A
      Certificates, up to the amount by which the Class Principal Balance of such
      class of Senior Certificates related to Loan Group 1 on such date is greater
      than the Loan Group Balance of the related Group 1 Mortgage Loans for such
      Distribution Date.

     

    (d) In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such Final Distribution Date, the
      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.

     

    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

     

    
      
        
        

      

      
        174

        
          

        

      

      
        
        

      

    

     

    (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.

     

    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 or the Private
      Placement Memorandum, as applicable; 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.

     

    
      
        
        

      

      
        175

        
          

        

      

      
        
        

      

    

     

    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 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) 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.

     

    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.

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 

    
       

      
        
          
          

        

        
          178

          
            

          

        

        
          
          

        

      

       

    

    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 2007-7), 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, at the address therefore set forth in the
      Basis Risk Cap Agreement and the Swap Agreement, respectively. 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.

     

    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.

    
       

      
        
          
          

        

        
          179

          
            

          

        

        
          
          

        

      

       

    

    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.

     

    (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

     

    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

     

    If
      to Fitch, to:

    


    Fitch
      Ratings

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    Attention:
      Residential Mortgages

     

    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 Custodians, 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. 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.

     

    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.

    
       

      
        
          
          

        

        
          181

          
            

          

        

        
          
          

        

      

       

    

    (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 or
      Private Placement Memorandum 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 or Private Placement Memorandum
      (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.

     

    SECTION
      12.14. Transfer of Servicing.

    
       

      
        
          
          

        

        
          182

          
            

          

        

        
          
          

        

      

       

    

    The
      Master Servicer shall not consent to or approve the assignment of the Servicing
      Agreements or the servicing thereunder or the delegation of a substantial
      portion of each 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 applicable 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 applicable 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. Tax Treatment of the Class ES Certificates.

     

    It
      is the
      intent of the parties hereto that the segregated pool of assets consisting
      of
      any collections in respect of the Class ES Distributable Amount payable to
      the
      Class ES Certificate constitutes, for federal income tax purposes, a grantor
      trust as described in Subpart E of Part I of Subchapter J of the Code and
      Treasury Regulation §301.7701-4(c)(2). The Trustee shall prepare, sign and file,
      all of the tax returns in respect of such grantor trusts. The expenses of
      preparing and filing such returns shall be borne by the Trustee without any
      right of reimbursement therefor. The Trustee shall comply with each such
      requirement by filing Form 1041.

     

    
      
        
        

      

      
        183

        
          

        

      

      
        
        

      

    

     

    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/
      Ara
      Balabanian                                       

    Name:
      Ara Balabanian

    Title:
      Vice President

     

    GREENWICH
      CAPITAL FINANCIAL 

    PRODUCTS,
      INC., as
      Seller

     

    By:   /s/
      Ara
      Balabanian                                       

    Name:
      Ara Balabanian

    Title:
      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/
      Hang
      Luu                                             

    Name:
      Hang Luu

    Title:
      Authorized Signer

     

    By:   /s/
      Marion
      Hogan                                     

    Name:
      Marion Hogan

    Title:
      Associate

     

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

     

    ON
      OR
      PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT AND THE FINAL MATURITY RESERVE
      TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR ON BEHALF
      OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION
      406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
      (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING,
      UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND HOLDING OF SUCH
      CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH CERTIFICATE, WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
      SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY PROHIBITED TRANSACTION CLASS
      EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, THE
      NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(b)(17) OF ERISA
      OR
      SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR IN THIS CERTIFICATE WILL BE
      DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL FURTHER
      BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE
      OR
      OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION OF THE FOREGOING.

     


    
      
        
        

      

      
        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:

            	
              September
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              October
                25, 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:

            	
              October
                2037

            


    

    


    



    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    HarborView
      Mortgage Loan Trust 

    Mortgage
      Loan Pass-Through Certificates, Series 2007-7

    Class
      [     
      ]A[-1[      ]]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein
      and
      in the pooling and servicing agreement dated as of September 1, 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 custodian (in such capacity, the “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:
      October ___, 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

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

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

     

    ON
      OR
      PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT AND THE FINAL MATURITY RESERVE
      TRUST, THIS CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR ON BEHALF
      OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION
      406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
      (THE “CODE”) OR BY ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE FOREGOING,
      UNLESS IT REPRESENTS AND WARRANTS THAT THE ACQUISITION AND HOLDING OF SUCH
      CERTIFICATE, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH CERTIFICATE, WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
      SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY PROHIBITED TRANSACTION CLASS
      EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, THE
      NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(b)(17) OF ERISA
      OR
      SOME OTHER APPLICABLE EXEMPTION. EACH INVESTOR IN THIS CERTIFICATE WILL BE
      DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL FURTHER
      BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE
      OR
      OTHERWISE TRANSFER SUCH CERTIFICATE IN VIOLATION OF THE FOREGOING.

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              September
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              October
                25, 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:

            	
              October
                2037

            


    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    HarborView
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-7

    Class
      B-[      ]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein
      and
      in the pooling and servicing agreement dated as of September 1, 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 custodian (in such capacity, the “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:
      October ___, 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 DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO
      THE
      AGREEMENT REFERENCED HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED
      IN THE AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT IT ACQUIRED SUCH CERTIFICATE (I)(A) PURSUANT
      TO A
      REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT
      OR
      (B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933
      ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, AND THAT (II) SUCH HOLDER IS NOT AN EMPLOYEE BENEFIT
      PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SECTION 4975 OF THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE “CODE”), THE TRUSTEE OF ANY SUCH PLAN OR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH
      PLAN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
      OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR ANY ENTITY DEEMED TO
      HOLD THE PLAN ASSETS OF THE FOREGOING (COLLECTIVELY, A “PLAN”) NOR A PERSON
      ACTING FOR, OR ON BEHALF OF, ANY SUCH PLAN TO EFFECT THE TRANSFER, OR (B) IF
      THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
      A
      REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS
      DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE
      95-60”) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER
      SECTIONS I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN



    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    


    ACCORDANCE
      WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING
      ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      TO OR ON BEHALF OF A PLAN WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
      CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT AND PAYMENT AS DESCRIBED IN THE AGREEMENT
      REFERRED TO HEREIN.

     

    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              September
                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 2007-7

    Class
      C

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    
      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

    

    Funds
      in
      respect of this Certificate are distributable monthly as set forth herein and
      in
      the pooling and servicing agreement dated as of September 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 custodian (in such capacity, the “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 HARBORVIEW COMMERCIAL HOLDINGS I, LLC. 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:
      October ___, 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. 

     

    THE
      HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN DISTRIBUTIONS AS PROVIDED
      IN THE AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
      “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN
      INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR,
      IN
      SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
      HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
      THAT
      THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
      OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
      AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
      95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
      THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY
      TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

     


    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              September
                1, 2007

            
	 	 
	
              First
                Distribution Date:

            	
              October
                25, 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 2007-7

    Class
      P

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    
      GREENWICH
        CAPITAL ACCEPTANCE, INC., as Depositor.

       

    

    Funds
      in
      respect of this Certificate are distributable monthly as set forth herein and
      in
      the pooling and servicing agreement dated as of September 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 custodian (in such capacity, the “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 HARBORVIEW COMMERCIAL HOLDINGS I, LLC. 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:
      October ___, 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 RESIDUAL CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER
      AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) 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 THAT THE
      PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III
      OF
      PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
      COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL
      BE
      VOID AND OF NO EFFECT.

    


    
      	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Cut-Off
                Date:

            	
              September
                1, 2007

            
	 	 
	
              Percentage
                Interest:

            	
              100%

            
	 	 
	
              Class:

            	
              [R][LT-R]

            
	 	 


    

    


    



    
      
        
        

      

      
        C-3-1

        
          

        

      

      
        
        

      

    


    HarborView
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-7

    Class
      [R][LT-R]

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust Fund consisting primarily
      of first lien mortgage loans (the “Mortgage Loans”) purchased from others
      by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    Funds
      in
      respect of this Certificate are distributable monthly as set forth herein and
      in
      the pooling and servicing agreement dated as of September 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 custodian (in such capacity, the “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-3-2

        
          

        

      

      
        
        

      

    


    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee and the
      Certificate Registrar of (a) a transfer affidavit of the proposed transferee
      and
      (b) a transfer certificate of the transferor, each of such documents to be
      in
      the form described in the Agreement, (iii) each person holding or acquiring
      any
      Ownership Interest in this Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee and the
      Certificate Registrar as required pursuant to the Agreement, (iv) each person
      holding or acquiring an Ownership Interest in this Certificate must agree not
      to
      transfer an Ownership Interest in this Certificate if it has actual knowledge
      that the proposed transferee is not a Permitted Transferee and (v) any attempted
      or purported transfer of any Ownership Interest in this Certificate in violation
      of such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee. The 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 Residual Certificate in violation of
      the restrictions mentioned above.

     


    
      
        
        

      

      
        C-3-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:
      October ___, 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-3-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C-4

     

    CLASS
      ES CERTIFICATE

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN INTEREST IN ANY REMIC CREATED PURSUANT TO
      THE
      AGREEMENT REFERENCED HEREIN. 

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO 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 HEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION,
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
      “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A, AS EVIDENCED BY AN
      INVESTMENT LETTER DELIVERED BY THE TRANSFEREE TO THE CERTIFICATE REGISTRAR,
      IN
      SUBSTANTIALLY THE FORM ATTACHED TO THE AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING PLAN ASSETS
      OF
      ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THE TRANSFER, OR (B) IF THIS CERTIFICATE
      HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION
      THAT
      THE PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS
      CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN SECTION V(e)
      OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND THAT THE PURCHASE
      AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
      95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
      THE DELIVERY TO THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SATISFACTORY
      TO THE CERTIFICATE REGISTRAR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.

     


    
      
        
        

      

      
        C-4-1

        
          

        

      

      
        
        

      

    


    THIS
      CERTIFICATE MUST BE ACQUIRED BY A PROPOSED TRANSFEREE FOR ITS OWN ACCOUNT AND
      NOT IN A CAPACITY AS TRUSTEE, NOMINEE, MIDDLEMAN, OR AGENT FOR ANY OTHER
      PERSON.

     

    


     


    
      
        
        

      

      
        C-4-2

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Cut-Off
                Date:

            	
              September
                1, 2007

            
	 	 
	
              Certificate
                No.:

            	
              1

            
	 	 
	
              Class:

            	
              ES

            
	 	 
	
              Percentage
                Interest:

            	
              100%

            


    

    


     

    



    
      
        
        

      

      
        C-4-3

        
          

        

      

      
        
        

      

    


    HarborView
      Mortgage Loan Trust 2007-7

    Mortgage
      Loan Pass-Through Certificates, Series 2007-7

    Class
      ES

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      adjustable rate, first lien mortgage loans (the “Mortgage Loans”) purchased from
      others by

     

    GREENWICH
      CAPITAL ACCEPTANCE, INC., as Depositor.

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Seller, the Servicer or the Trustee referred
      to
      below or any of their respective affiliates. Neither this Certificate nor the
      Mortgage Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that [_______________] is the registered owner of the Percentage
      Interest evidenced by this Certificate specified above in the interest
      represented by all Certificates of the Class to which this Certificate belongs
      in a Trust Fund consisting primarily of the Mortgage Loans deposited by
      Greenwich Capital Acceptance, Inc. (the “Depositor”). The Trust Fund was created
      pursuant to a Pooling and Servicing Agreement dated as of September 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 custodian (in such capacity, the “Custodian”).
      To the extent not defined herein, the capitalized terms used herein have the
      meanings assigned 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 countersigned by an authorized signatory of
      the
      Certificate Registrar.

     


    
      
        
        

      

      
        C-4-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      October ___, 2007

     

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity,

    but
      solely 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-4-5

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF REVERSE CERTIFICATE

     

    HarborView
      Mortgage Loan Trust

    Mortgage
      Loan Pass-Through Certificates, Series 2007-7

    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
      2007-7 (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 25th
      day of
      each month, or if the 25th
      day is
      not a Business Day, then on the next succeeding Business Day (the “Distribution
      Date”), commencing on the Distribution Date in October 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 dollar multiples of $1 in excess thereof, provided,
      that,
      such
      certificates must be purchased in minimum total investments of at least
      $100,000.

     

    Each
      of
      the Class C 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
      ES Certificates and the Residual Certificates 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 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 September 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)

     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    The
      undersigned acknowledges that the above Mortgage File will be held by the
      undersigned in accordance with the provisions of the Pooling and Servicing
      Agreement and will be returned to you within ten (10) days of our receipt of
      the
      Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased
      or substituted for a Qualified Substitute Mortgage Loan (in which case the
      Mortgage File will be retained by us without obligation to return to
      you).

     

    Capitalized
      terms used herein shall have the meanings ascribed to them in the Pooling and
      Servicing Agreement.

     

    _____________________________________

    [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
                  2007-7

              

            


    

     

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement dated as of
      September 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 2007-7 Mortgage
      Loan 

    Schedule”
      at the Washington DC offices of McKee Nelson LLP] 

     


    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2

     

    EXCEPTION
      REPORT

     

    [To
      be retained in a separate closing binder entitled “HarborView 2007-7 Mortgage
      Loan 

    Schedule”
      at the Washington DC offices of McKee Nelson LLP]

     


    
      
        
        

      

      
        G-1-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G-2

     

    FORM
      OF INTERIM CERTIFICATION OF TRUSTEE

     

    INTERIM
      CERTIFICATION OF TRUSTEE

     

    [date]

     

    


     

    
      	
              Greenwich
                Capital Acceptance, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

            	 
	 	 
	
              Greenwich
                Capital Financial Products, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

            	 


    

    


     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of September 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 2007-7  
                    

                

              

            


    

     

     

    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 September 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 2007-7
                     

                

              

            


    

     

     

    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
      2007-7, Mortgage Loan Pass-Through Certificates, Series 2007-7, 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 2007-7, Class
                  [R][LT-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 September 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 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 2007-7, ERISA Restricted 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, 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 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 September 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 2007-7, Class [C][P][R][ES]
                   

              

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition the Class [C][P][R][ES] 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 2007-7, Mortgage Loan

              
                Pass-Through
                  Certificates, Series 2007-7, Class [C][P][R][ES]
                   

              

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the Class [C][P][R][ES] 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:

       

      Date:
        _________________________

       

       

      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 2007-7

              
                Mortgage
                  Loan Pass-Through Certificates, Series 2007-7, Class
                  [R][LT-R]

              

            


    

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed transfer of an Ownership Interest in the
      Class [R][LT-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][LT-R]
      Certificates 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 2007-7

    MORTGAGE
      LOAN PASS-THROUGH CERTIFICATES, SERIES 2007-7, 

    CLASS
      [R][LT-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][LT-R]
                Certificates (the “Certificate”) issued pursuant to the Pooling and
                Servicing Agreement, (the “Agreement”) dated as of September 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 September 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. Amended
      and Restated Master Interim Servicing Agreement dated as of January 1, 2006,
      between GCFP and GMAC Mortgage, LLC (as successor by merger to GMAC Mortgage
      Corporation) (“GMACM”), as reconstituted pursuant to a Reconstituted Servicing
      Agreement dated as of September 1, 2007 by and between GCFP and GMACM and
      acknowledged by Wells Fargo Bank, N.A. (“Wells Fargo”), as master servicer and
      securities administrator and Deutsche Bank National Trust Company (“Deutsche
      Bank”), as trustee.

     

    2. Servicing
      Agreement dated as of March 1, 2007, between GCFP and Central Mortgage Company
      (“CMC”), as reconstituted pursuant to a Reconstituted Servicing Agreement dated
      as of September 1, 2007 by and between GCFP and CMC and acknowledged by Wells
      Fargo, as master servicer and securities administrator, and Deutsche Bank,
      as
      trustee.

     

    3. Master
      Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2003, as
      amended by Amendment Number One, dated as of November 1, 2004 and as further
      amended by Amendment Regulation AB, dated as of December 1, 2005, between GCFP
      and Countrywide Home Loans Servicing LP (“Countrywide”), as reconstituted
      pursuant to a Reconstituted Servicing Agreement dated as of September 1, 2007
      by
      and between GCFP and Countrywide and acknowledged by Wells Fargo, as master
      servicer and securities administrator, and Deutsche Bank, as
      trustee.

     

    4. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of December 1, 2005,
      between GCFP and Downey Savings and Loan Association, F.A. (“Downey”), as
      reconstituted pursuant to a Reconstituted Servicing Agreement dated as of
      September 1, 2007 by and between GCFP and Downey and acknowledged by Wells
      Fargo, as master servicer and securities administrator, and Deutsche Bank,
      as
      trustee.

     

    5. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December
      31,
      2005, as amended by Amendment Number One, dated as of September 8, 2006, each
      by
      and between GCFP and Downey, as reconstituted pursuant to a Reconstituted
      Servicing Agreement dated as of September 1, 2007 by and between GCFP and Downey
      and acknowledged by Wells Fargo, as master servicer and securities
      administrator, and Deutsche Bank, as trustee.

     

    6. Assignment
      and Assumption Agreement, dated as of August 8, 2007, by and among GCFP,
      Luminent Mortgage Capital, Inc. (“Luminent”), Maia Mortgage Finance Statutory
      Trust (“Maia”) and Mercury Mortgage Finance Statutory Trust (“Mercury”)
      (Luminent, Maia and Mercury collectively, the “Luminent Parties”), incorporating
      that certain Master Mortgage Loan Purchase and Servicing Agreement, dated as
      of
      October 1, 2006, among the Luminent Parties and GreenPoint Mortgage Funding,
      Inc. (“GreenPoint”), as reconstituted pursuant to a Reconstituted Servicing
      Agreement dated as of September 1, 2007 by and among GCFP, Greenwich Capital
      Acceptance, Inc. and GreenPoint and acknowledged by Wells Fargo, as master
      servicer and securities administrator, and Deutsche Bank, as
      trustee.

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    7. Assignment
      and Assumption Agreement, dated as of August 8, 2007, by and among GCFP and
      the
      Luminent Parties, incorporating that certain Flow Sale and Servicing Agreement,
      dated as of April 21, 2006, by and among the Luminent Parties and IndyMac Bank,
      F.S.B. (“IndyMac”), as reconstituted pursuant to a Reconstituted Servicing
      Agreement dated as of September 1, 2007 by and among GCFP, Greenwich Capital
      Acceptance, Inc. and IndyMac and acknowledged by Wells Fargo, as master servicer
      and securities administrator, and Deutsche Bank, as trustee.

     

    8. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006,
      between GCFP and National City Mortgage Co. (“National City”), as reconstituted
      pursuant to a Reconstitution Agreement dated as of September 1, 2007 by and
      among GCFP, Greenwich Capital Acceptance, Inc. and National City and
      acknowledged by Wells Fargo, as master servicer and securities administrator,
      and Deutsche Bank, as trustee.

     

    9. Assignment
      and Assumption Agreement, dated as of August 8, 2007, by and among GCFP and
      the
      Luminent Parties, incorporating that certain Flow Sale and Servicing Agreement,
      dated as of January 24, 2006, by and between Maia and Paul Financial, LLC (“Paul
      Financial”), as reconstituted pursuant to a Reconstituted Servicing Agreement
      dated as of September 1, 2007 by and among GCFP, Greenwich Capital Acceptance,
      Inc. and Paul Financial and acknowledged by Wells Fargo, as master servicer
      and
      securities administrator, and Deutsche Bank, as trustee.

     

    10. Assignment
      and Assumption Agreement, dated as of August 8, 2007, by and among GCFP and
      the
      Luminent Parties, incorporating that certain Standard Terms and Provisions
      of
      Sale and Servicing Agreement, dated as of March 30, 2006, by and among
      Residential Funding Corporation (“RFC”) and the Luminent Parties and Paul
      Financial, LLC (“Paul Financial”), as reconstituted pursuant to a Reconstitution
      Agreement dated as of September 1, 2007 by and among GCFP, Greenwich Capital
      Acceptance, Inc. and RFC and acknowledged by Wells Fargo, as master servicer
      and
      securities administrator, and Deutsche Bank, as trustee.

     

     

    


     

    



    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    



    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.

            


    

     

    
      	
              Originators

            	
              American
                Home Mortgage Corp., American Mortgage Network, Inc., Countrywide
                Home Loans, Inc., Downey Savings and Loan Association, F.A., First
                Federal
                Bank of California, Flagstar Capital Markets Corporation, Residential
                Funding Company, LLC, GreenPoint Mortgage Funding, Inc., IndyMac
                Bank,
                F.S.B., Morgan Stanley Mortgage Capital Holdings, LLC, National City
                Mortgage Co., Paul Financial, LLC, Quicken Loans, Inc. and Residential
                Pacific Mortgage

            


    

     

    
      	
              PMI
                Insurer

            	
              N/A

            


    

     

    
      	
              Securities
                Administrator

            	
              Wells
                Fargo Bank, N.A.

            


    

     

    
      	
              Seller

            	
              Greenwich
                Capital Financial Products, Inc.

            


    

     

    
      	
              Servicers

            	
              Central
                Mortgage Company, Countrywide Home Loans, Inc., Countrywide Home
                Loans
                Servicing, Downey Savings and Loan Association, Residential Funding
                Company, LLC, GMAC Mortgage Corporation, GreenPoint Mortgage Funding,
                Inc., IndyMac Bank, F.S.B., National City Mortgage Co. and Paul Financial,
                LLC

            


    

     

    
      	
              Subservicer

            	
              N/A

            


    

     

    
      	
              Swap
                Provider

            	
              Swiss
                Re Financial Products Corporation

            


    

     

    
      	
              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
                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

            


    

     

    
      
        
        

      

      
        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 2007-7

    


    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 September 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 2007-7-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 September 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]

     

    


     

    By:
      _______________________________

    Name:

    Title:


    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      U

     

    SPECIFIED
      REPRESENTATIONS AND WARRANTIES

     

    
      (i)
        The
        information set forth in the related Mortgage Loan Schedule is complete,
        true
        and correct;

       

      (ii)
        To
        the best of the Seller’s knowledge, there are no delinquent taxes, ground rents,
        water charges, sewer rents, assessments, insurance premiums, leasehold payments,
        including assessments payable in future installments or other outstanding
        charges affecting the related Mortgaged Property;

       

      (iii)
        The
        terms of the Mortgage Note and the Mortgage have not been impaired, waived,
        altered or modified in any respect, except by written instruments, recorded
        in
        the applicable public recording office if necessary to maintain the lien
        priority of the Mortgage, and which have been delivered to the applicable
        Custodian; the substance of any such waiver, alteration or modification has
        been
        approved by the insurer under the Primary Insurance Policy, if any, and has
        been
        approved by the title insurer, to the extent required by the related policy,
        and
        is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
        or modification has been executed, and no Mortgagor has been released, in
        whole
        or in part, except in connection with an assumption agreement approved by
        the
        insurer under the Primary Insurance Policy, if any, and by the title insurer,
        to
        the extent required by the policy, and which assumption agreement has been
        delivered to the applicable Custodian and the terms of which are reflected
        in
        the Mortgage Loan Schedule;

       

      (iv)
        The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and the Mortgage, or the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, set-off, counterclaim or
        defense, including the defense of usury and no such right of rescission,
        set-off, counterclaim or defense has been asserted with respect thereto,
        and
        there is no basis for the Mortgage Loan to be modified or reformed without
        the
        consent of the Mortgagee under applicable law. Each Prepayment Charge or
        penalty
        with respect to any Mortgage Loan is permissible, enforceable and collectible
        under applicable federal, state and local law;

       

      (v)
        All
        buildings upon the Mortgaged Property are insured by a Qualified Insurer
        acceptable to Fannie Mae and Freddie
        Mac
        against
        loss by fire, hazards of extended coverage and such other hazards as are
        customary in the area where the Mortgaged Property is located, pursuant to
        insurance policies providing coverage in an amount not less than the greatest
        of
        (i) 100% of the replacement cost of all improvements to the Mortgaged Property,
        (ii) the outstanding principal balance of the Mortgage Loan with respect
        to each
        first lien Mortgage Loan or (iii) the amount necessary to avoid the operation
        of
        any co-insurance provisions with respect to the Mortgaged Property, and
        consistent with the amount that would have been required as of the date of
        origination in accordance with the Underwriting Guidelines. All such insurance
        policies contain a standard mortgagee clause naming the Seller, its successors
        and assigns as mortgagee and all premiums thereon have been paid. If the
        Mortgaged Property is in an area identified on a Flood Hazard Map or Flood
        Insurance Rate Map issued by the Federal Emergency Management Agency as having
        special flood hazards (and such flood insurance has been made available)
        a flood
        insurance policy meeting the requirements of the current guidelines of the
        Federal Insurance Administration is in effect which policy conforms to the
        requirements of Fannie Mae and Freddie
        Mac.
        The
        Mortgage obligates the Mortgagor thereunder to maintain all such insurance
        at
        the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
        authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
        cost and expense and to seek reimbursement therefor from the
        Mortgagor;

       

      
        
           

        

        
          U-1

          
            

          

        

        
           

        

      

       

      (vi)
        Any
        and all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures,
        predatory, abusive and fair 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 and
        applicable to any prepayment penalty associated with the Mortgage Loans at
        origination have been complied with in all material respects;

       

      (vii)
        The
        Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, cancellation, subordination, rescission
        or
        release;

       

      (viii)
        The Mortgage (including any Negative Amortization which may arise thereunder)
        is
        a valid, existing and enforceable first lien and first priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a first lien (as reflected on the Mortgage Loan Schedule) on the Mortgaged
        Property, including all improvements on the Mortgaged Property subject only
        to
        (a) the lien of current real property taxes and assessments not yet due and
        payable, (b) covenants, conditions and restrictions, rights of way, easements
        and other matters of the public record as of the date of recording being
        acceptable to mortgage lending institutions generally and specifically referred
        to in the lender's title insurance policy delivered to the originator of
        the
        Mortgage Loan and which do not adversely affect the Appraised Value of the
        Mortgaged Property, and (c) other matters to which like properties are commonly
        subject which do not materially interfere with the benefits of the security
        intended to be provided by the Mortgage or the use, enjoyment, value or
        marketability of the related Mortgaged Property. Any security agreement,
        chattel
        mortgage or equivalent document related to and delivered in connection with
        the
        Mortgage Loan establishes and creates a valid, existing and enforceable first
        lien and first priority security interest on the property described therein
        and
        the Seller has full right to sell and assign the same to the Purchaser. The
        Mortgaged Property was not, as of the date of origination of the Mortgage
        Loan,
        subject to a mortgage, deed of trust, deed to secure debt or other security
        instrument creating a lien subordinate to the lien of the Mortgage;

       

      (ix)
        The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has full right to transfer and sell the Mortgage Loan
        to
        the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
        claim or security interest;

       

      (x)
        The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
        title insurance policy (which, in the case of an Adjustable Rate Mortgage
        Loan
        has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
        acceptable to Fannie Mae and Freddie
        Mac,
        issued
        by a title insurer acceptable to Fannie Mae and Freddie
        Mac
        and
        qualified to do business in the jurisdiction where the Mortgaged Property
        is
        located, insuring (subject to the exceptions contained in (viii)(a) and (b)
        above) the Seller, its successors and assigns as to the first priority lien
        of
        the Mortgage in the original principal amount of the Mortgage Loan (including,
        if the Mortgage Loan provides for Negative Amortization, the maximum amount
        of
        Negative Amortization in accordance with the Mortgage) and, with respect
        to any
        Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
        or
        unenforceability of the lien resulting from the provisions of the Mortgage
        providing for adjustment in the Mortgage Interest Rate and Monthly Payment
        and
        Negative Amortization provisions of the Mortgage Note. Additionally, such
        lender's title insurance policy affirmatively insures ingress and egress
        to and
        from the Mortgaged Property, and against encroachments by or upon the Mortgaged
        Property or any interest therein. The Seller is the sole insured of such
        lender's title insurance policy, and such lender’s title insurance policy is in
        full force and effect and will be in full force and effect upon the consummation
        of the transactions contemplated by this Agreement. No claims have been made
        under such lender's title insurance policy, and no prior holder of the related
        Mortgage, including the Seller, has done, by act or omission, anything which
        would impair the coverage of such lender's title insurance policy;

       

      
        
           

        

        
          U-2

          
            

          

        

        
           

        

      

       

      (xi)
        There is no default, breach, violation or event of acceleration existing
        under
        the Mortgage or the Mortgage Note and no event which, with the passage of
        time
        or with notice and the expiration of any grace or cure period, would constitute
        a default, breach, violation or event of acceleration, and the Seller has
        not
        waived any default, breach, violation or event of acceleration;

       

      (xii)
        No
        error, omission, misrepresentation, negligence, fraud or similar occurrence
        with
        respect to a Mortgage Loan has taken place on the part of the Seller, or
        to the
        Seller’s knowledge, any person, including without limitation the Mortgagor, any
        appraiser, any builder or developer, or any other party involved in the
        origination of the Mortgage Loan or in the application of any insurance in
        relation to such Mortgage Loan;

       

      (xiii)
        To
        the best of the Seller’s knowledge, there are no mechanics’ or similar liens or
        claims which have been filed for work, labor or material (and no rights are
        outstanding that under law could give rise to such lien) affecting the related
        Mortgaged Property which are or may be liens prior to, or equal or coordinate
        with, the lien of the related Mortgage;

       

      (xiv)
        The
        Mortgage Loan was originated by the Seller or by a savings and loan association,
        a savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (xv)
        To
        the best of the Seller’s knowledge, the Mortgaged Property is free of damage and
        waste and there is no proceeding pending for the total or partial condemnation
        thereof;

       

      
        
           

        

        
          U-3

          
            

          

        

        
           

        

         

      

      (xvi)
        The
        Mortgaged Property has not been subject to any bankruptcy proceeding or
        foreclosure proceeding and the Mortgagor has not filed for protection under
        applicable bankruptcy laws;

       

      (xvii)
        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” or “total points and fees” (as each such term is defined under
        HOEPA) payable by the Mortgagor that equal or exceed the applicable thresholds
        defined under HOEPA (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b)
        a
“high cost” mortgage loan, “covered” mortgage loan (excluding home loans defined
        as “covered home loans” in the New Jersey Home Ownership Security Act of 2002
        that were originated between November 26, 2003 and July 7, 2004), “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 heightened regulatory scrutiny or assignee liability
        to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
        as
        applicable (as such terms are defined in the current Standard & Poor’s
        LEVELS® Glossary Revised, Appendix E);

       

      (xviii)
        The information set forth in the Mortgage Loan Schedule as to Prepayment
        Charges
        is complete, true and correct in all material respects and each Prepayment
        Charge is permissible, enforceable and collectable in accordance with its
        terms
        upon the Mortgagor’s full and voluntary principal payment under applicable
        law;

       

      (xix)
        Each Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation
        Section 1.860G-2(a)(1); and

       

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

       

      In
        addition to the foregoing representations and warranties made in subparagraphs
        (i) through (xx) above, the Seller further represents and warrants upon delivery
        of the Mortgage Loans to be included in Loan Group 1 (the “Group 1 Mortgage
        Loans”), as to each such Group 1 Mortgage Loan, that:

       

      (i) The
        outstanding Scheduled Principal Balance of each Group 1 Mortgage Loan does
        not
        exceed the applicable maximum original loan amount limitations with respect
        to
        first lien or subordinate lien one-to-four family residential mortgage loans,
        as
        applicable, as set forth in the Freddie Mac Selling Guide;

       

      
        
           

        

        
          U-4

          
            

          

        

        
           

        

         

      

      (ii) With
        respect to any Group 1 Mortgage Loan that is a subordinate lien mortgage
        loan,
        (i) such lien is on a one- to four-family residence that is the principal
        residence of the borrower; (ii) the original principal balance does not exceed
        the applicable limitations with respect to subordinate lien mortgage loans
        as
        set forth in the Freddie Mac Selling Guide; and (iii) the original principal
        balance of the first lien mortgage loan plus the original principal balance
        of
        any subordinate lien mortgage loans relating to the same mortgaged property
        do
        not exceed the applicable limitations with respect to first lien mortgage
        loans
        for that property type as set forth in the Freddie Mac Selling
        Guide;

       

      (iii) There
        is
        no Group 1 Mortgage Loan that was originated on or after October 1, 2002
        and
        before March 7, 2003 which is a “high cost home loan” as defined under the
        Georgia Fair Lending Act;

       

      (iv) No
        borrower obtained a prepaid single-premium credit life, credit disability,
        credit unemployment or credit property insurance policy in connection with
        the
        origination of any Group 1 Mortgage Loan; no proceeds from any Group 1 Mortgage
        Loan were used to purchase single premium credit insurance policies or debt
        cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Group 1 Mortgage Loan; 

       

      (v) The
        applicable Servicer for each Group 1 Mortgage Loan has fully furnished in
        the
        past (and the Seller shall cause the related Servicer to furnish in the future)
        accurate and complete information (i.e., favorable and unfavorable) on its
        borrower credit files to Equifax, Experian and Trans Union Credit Information
        Company, on a monthly basis and in accordance with the Fair Credit Reporting
        Act
        and its implementing regulations;

       

      (vi) With
        respect to any Group 1 Mortgage Loan that contains a provision permitting
        imposition of a Prepayment Charge upon a prepayment prior to maturity, to
        the
        best of the Seller’s knowledge: (i) the Group 1 Mortgage Loan provides some
        benefit to the borrower (e.g., a rate or fee reduction) in exchange for
        accepting such Prepayment Charge; (ii) the Group 1 Mortgage Loan’s originator
        had a written policy of offering the borrower, or requiring third-party brokers
        to offer the borrower, the option of obtaining a mortgage loan that did not
        require payment of such Prepayment Charge; (iii) the Prepayment Charge was
        adequately disclosed to the borrower in the loan documents pursuant to
        applicable state and federal law; (iv) no subprime loan originated on or
        after
        October 1, 2002, will provide for a Prepayment Charge for a term in excess
        of
        three years and any subprime loan or non-subprime loan originated prior to
        such
        date will not provide for a Prepayment Charge for a term in excess of five
        years; in each case unless such loan was modified to reduce the prepayment
        period to no more than three years from the date of the note in the case
        of a
        subprime loan and no more than five years from the date of the note in the
        case
        of a non-subprime loan and the borrower was notified in writing of such
        reduction in prepayment period; and (v)  such Prepayment Charge shall not
        be imposed in any instance where the Group 1 Mortgage Loan is accelerated
        or
        paid off in connection with the workout of a delinquent mortgage or due to
        the
        borrower’s default, notwithstanding that the terms of the Group 1 Mortgage Loan
        or state or federal law might permit the imposition of such Prepayment Charge.
        Notwithstanding the foregoing, the requirements of clauses (i) and (ii) above
        are required only for Group 1 Mortgage Loans secured by the borrowers’ principal
        residence; 

       

      
        
           

        

        
          U-5

          
            

          

        

        
           

        

         

      

      (vii) With
        respect to any Group 1 Mortgage Loan originated on or after August 1, 2004,
        neither the related mortgage nor the related mortgage note requires the borrower
        to submit to arbitration to resolve any dispute arising out of or relating
        in
        any way to the mortgage loan transaction;

       

      (viii) With
        respect to any Group 1 Mortgage Loan secured by manufactured housing, upon
        the
        origination of each such Group 1 Mortgage Loan the manufactured housing unit
        either (i) is the principal residence of the borrower or (ii) will be classified
        as real property under applicable state law; 

       

      (ix) No
        borrower was required to select a Group 1 Mortgage Loan product offered by
        the
        related originator which is a higher cost product designed for less creditworthy
        borrowers, unless at the time of the related originator’s origination, such
        borrower did not qualify, taking into account such facts as, without limitation,
        the related Group 1 Mortgage Loan’s requirements and the borrower’s credit
        history, income, assets and liabilities, for a lower cost credit product
        then
        offered by such originator or any affiliate thereof. If, at the time of loan
        application, the borrower may have qualified for a lower cost credit product
        then offered by any mortgage lending affiliate of the related originator,
        such
        originator directed the borrower towards or referred the borrower’s application
        to such affiliate for underwriting consideration;

       

      (x) To
        the best of the Seller’s knowledge, the methodology used in underwriting the
        extension of credit for each Group
        1
Mortgage
        Loan did not rely solely on the extent of the borrower’s equity in the
        collateral as the principal determining factor in approving the extension
        of
        credit, but rather employed related objective criteria such as, without
        limitation, the borrower’s income, assets and liabilities to the proposed
        mortgage payment and, based on such methodology, the related originator
        confirmed that at the time of origination made a reasonable determination
        that
        at the time of origination the borrower had the ability to make timely payments
        on the related Group
        1
Mortgage
        Loan;

       

      (xi) No
        borrower under a Group 1 Mortgage Loan secured by the borrowers’ principal
        residence was charged points and fees in an amount greater than (a) $1,000
        or
        (b) 5% of the principal amount of such mortgage loan, whichever is greater.
        For
        purposes of this representation, “points and fees” (x) include origination,
        underwriting, broker and finder’s fees and charges that the lender imposed as a
        condition of making the mortgage loan, whether they are paid to the lender
        or a
        third party; and (y) exclude bona fide discount points, fees paid for actual
        services rendered in connection with the origination of the mortgage (such
        as
        attorneys’ fees, notaries fees and fees paid for property appraisals, credit
        reports, surveys, title examinations and extracts, flood and tax certifications,
        and home inspections); the cost of mortgage insurance or credit-risk price
        adjustments; the costs of title, hazard, and flood insurance policies; state
        and
        local transfer taxes or fees; escrow deposits for the future payment of taxes
        and insurance premiums; and other miscellaneous fees and charges, which
        miscellaneous fee and charges, in total, do not exceed 0.25 percent of the
        loan
        amount;

       

      
        
           

        

        
          U-6

          
            

          

        

        
           

        

      

       

      (xii) No
        Group
        1 Mortgage Loan was originated more than twelve months prior to the Closing
        Date;

       

      (xiii) Each
        Group 1 Mortgage Loan is exclusively secured by single-family (1-4 unit)
        residential housing and none of the Group 1 Mortgage Loan is on multifamily,
        commercial, industrial, agricultural or undeveloped property, or on any property
        located anywhere except the continental United States, Alaska, Hawaii, Puerto
        Rico, the Virgin Islands or Guam; and

       

      (xiv) No
        Group
        1 Mortgage Loan is a condominium unit that is part of a condominium development
        that operates as, or holds itself out to be, a condominium hotel
        (“condotel”).

       

    

    
       

    

     

    
      
        
        

      

      
        U-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      V

     

    LIST
      OF ORIGINATORS AND PURCHASE AGREEMENTS

     

    1. Mortgage
      Loan Sale Agreement dated as of April 25, 2006, as amended, among the Luminent
      Parties, as purchasers, and American Mortgage Network, Inc.

     

    2. Master
      Mortgage Loan Purchase and Interim Servicing Agreement dated as of March 1,
      2006, as amended by that certain Amendment Number One dated as of October 2,
      2006, between Greenwich Capital Financial Products, Inc. and First Federal
      Bank
      of California.

     

    3. Mortgage
      Loan Purchase and Warranties Agreement dated as of February 1, 2007, as amended,
      among the Luminent Parties and Flagstar Capital Markets
      Corporation.

     

    4. Mortgage
      Loan Purchase and Warranties Agreement dated as of July 1, 2007, as amended,
      among the Luminent Parties and Morgan Stanley Mortgage Capital Holdings,
      LLC.

     

    5. Master
      Mortgage Loan Purchase and Interim Servicing Agreement dated as of November
      1,
      2005, as amended by that certain Amendment Number One dated as of May 1, 2006,
      and further amended by that certain Amendment Number Two dated as of October
      9,
      2006, between Greenwich Capital Financial Products, Inc. and Paul Financial,
      LLC.

     

    6. Second
      Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated
      as
      of June 1, 2006, as amended, between Morgan Stanley Mortgage Capital, Inc.
      and
      Quicken Loans, Inc.

     

    7. Master
      Mortgage Loan Purchase and Interim Servicing Agreement dated as of March 1,
      2006, as amended by that certain Amendment Number One dated as of May 1, 2006,
      and further amended by that certain Amendment Number Two dated as of October
      9,
      2006, and further amended by that certain Amendment Number Three dated as of
      November 14, 2006, between Greenwich Capital Financial Products, Inc. and NL
      Inc. dba Residential Pacific Mortgage.

     

    8. Amended
      and Restated Master Interim Servicing Agreement dated as of January 1, 2006,
      between GCFP and GMAC.

     

    9. Servicing
      Agreement dated as of March 1, 2007, between GCFP and CMC.

     

    10. Master
      Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2003, as
      amended by Amendment Number One, dated as of November 1, 2004 and as further
      amended by Amendment Regulation AB, dated as of December 1, 2005, between GCFP
      and Countrywide.

     

    11. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of December 1, 2005,
      between GCFP and Downey.

     


    
      
        
        

      

      
        V-1

        
          

        

      

      
        
        

      

    


    12. Master
      Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December
      31,
      2005, as amended by Amendment Number One, dated as of September 8, 2006, each
      by
      and between GCFP and Downey.

     

    13. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of October 1, 2006,
      among the Luminent Parties and GreenPoint.

     

    14. Flow
      Sale
      and Servicing Agreement, dated as of April 21, 2006, by and among the Luminent
      Parties and IndyMac.

     

    15. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006,
      between GCFP and National City.

     

    16. Flow
      Sale
      and Servicing Agreement, dated as of January 24, 2006, by and between Maia
      and
      Paul Financial.

     

    17. Standard
      Terms and Provisions of Sale and Servicing Agreement, dated as of March 30,
      2006, by and among RFC and the Luminent Parties.

     

    


     

    


     

    


     

    


     


    
      
        
        

      

      
        V-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      W

     

    BASIS
      RISK CAP AGREEMENT

     


    
      
        
        

      

      
        W-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      X

     

    SWAP
      AGREEMENT

     

    


     


    
      
        
        

      

      
        X-1

        
          

        

      

      
        
        

      

    



    Exhibit
      Y

     

    LIST
      OF ASSIGNMENT AGREEMENTS

     

    1. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and American
      Mortgage Network, Inc.

     

    2. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and First
      Federal Bank of California.

     

    3. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and Flagstar
      Capital Markets Corporation.

     

    4. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and Morgan
      Stanley Mortgage Capital Holdings, LLC.

     

    5. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and Paul
      Financial.

     

    6. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and Quicken
      Loans, Inc., and acknowledged by Deutsche Bank National Trust Company, as
      trustee

     

    7. Assignment
      and Recognition Agreement, dated October 2, 2007, among GCFP, GCA and NL Inc.
      dba Residential Pacific Mortgage.

     

    


     


    
      
        
        

      

      
        Y-1

        
          

        

      

      
        
        

      

    

    
      

        EXHIBIT
          Z

         

      

      MORTGAGE
        LOAN DATA TO BE PROVIDED TO MOODY’S

       

      
        	
                Field
                  Name

              	
                Start

              	
                Width

              	 	
                Format

              	 
	
                LOAN
                  NUM

              	
                1

              	
                10

              	 	
                00

              	 
	
                NEXT
                  DUE

              	
                22

              	
                8

              	 	
                yyyymmdd

              	 
	
                PMT

              	
                30

              	
                12

              	 	
                00.00

              	 
	
                RTE

              	
                42

              	
                10

              	 	
                eg
                  .075

              	 
	
                BEG
                  BAL

              	
                52

              	
                12

              	 	
                00.00

              	 
	
                SCHED
                  PRIN

              	
                64

              	
                12

              	 	
                00.00

              	 
	
                CURTAIL

              	
                76

              	
                12

              	 	
                00.00

              	 
	
                LIQUID

              	
                88

              	
                12

              	 	
                00.00

              	 
	
                END
                  BAL

              	
                100

              	
                12

              	 	
                00.00

              	 
	
                SCHED
                  INT

              	
                112

              	
                12

              	 	
                00.00

              	 
	
                NET
                  INT

              	
                124

              	
                12

              	 	
                00.00

              	 
	
                NEG
                  AM

              	
                136

              	
                12

              	 	
                00.00

              	 
	
                NEXT
                  RATE

              	
                160

              	
                10

              	 	
                eg
                  .075

              	 
	
                STATUS

              	
                178

              	
                4

              	 	
                1=Fc
                  2=Bk, 3=REO

              	 
	
                DEALID

              	
                182

              	
                10

              	 	 	 
	
                LOSS

              	
                192

              	
                12

              	 	
                00.00

              	 
	
                MOD

              	
                204

              	
                1

              	 	
                Y

              	
                (Modification)

              


      

      


       

    

    
      
        
        

      

      
        Z-1

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      I

     

    MORTGAGE
      LOAN SCHEDULE

     

    


     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      II

     

    FINAL
      MATURITY RESERVE SCHEDULE

     

    
      	
              Distribution
                Date:

            	
              Aggregate
                Principal Balance ($):

            
	
              October
                2017

            	
              55,836,554.35

            
	
              November
                2017

            	
              54,994,171.02

            
	
              December
                2017

            	
              54,164,224.25

            
	
              January
                2018

            	
              53,346,532.47

            
	
              February
                2018

            	
              52,540,916.70

            
	
              March
                2018

            	
              51,747,200.57

            
	
              April
                2018

            	
              50,965,210.30

            
	
              May
                2018

            	
              50,194,774.58

            
	
              June
                2018

            	
              49,435,724.65

            
	
              July
                2018

            	
              48,687,894.14

            
	
              August
                2018

            	
              47,951,119.14

            
	
              September
                2018

            	
              47,225,238.10

            
	
              October
                2018

            	
              46,510,091.83

            
	
              November
                2018

            	
              45,805,523.43

            
	
              December
                2018

            	
              45,111,378.30

            
	
              January
                2019

            	
              44,427,504.07

            
	
              February
                2019

            	
              43,753,750.60

            
	
              March
                2019

            	
              43,089,969.93

            
	
              April
                2019

            	
              42,436,016.22

            
	
              May
                2019

            	
              41,791,745.80

            
	
              June
                2019

            	
              41,157,017.03

            
	
              July
                2019

            	
              40,531,690.37

            
	
              August
                2019

            	
              39,915,628.30

            
	
              September
                2019

            	
              39,308,695.28

            
	
              October
                2019

            	
              38,710,757.76

            
	
              November
                2019

            	
              38,121,684.12

            
	
              December
                2019

            	
              37,541,344.66

            
	
              January
                2020

            	
              36,969,611.56

            
	
              February
                2020

            	
              36,406,358.86

            
	
              March
                2020

            	
              35,851,462.43

            
	
              April
                2020

            	
              35,304,799.94

            
	
              May
                2020

            	
              34,766,250.84

            
	
              June
                2020

            	
              34,235,696.35

            
	
              July
                2020

            	
              33,713,019.40

            
	
              August
                2020

            	
              33,198,104.61

            
	
              September
                2020

            	
              32,690,838.30

            
	
              October
                2020

            	
              32,191,108.44

            
	
              November
                2020

            	
              31,698,804.63

            
	
              December
                  2020

            	
              31,213,818.06

            
	
              January
                2021

            	
              30,736,041.51

            
	
              February
                2021

            	
              30,265,369.33

            
	
              March
                2021

            	
              29,801,697.40

            


    

     

    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date:

            	
              Aggregate
                Principal Balance ($):

            
	
              April
                2021

            	
              29,344,923.11

            
	
              May
                2021

            	
              28,894,945.35

            
	
              June
                2021

            	
              28,451,664.48

            
	
              July
                2021

            	
              28,014,982.29

            
	
              August
                2021

            	
              27,584,802.04

            
	
              September
                2021

            	
              27,161,028.36

            
	
              October
                2021

            	
              26,743,567.28

            
	
              November
                2021

            	
              26,332,326.21

            
	
              December
                2021

            	
              25,927,213.89

            
	
              January
                2022

            	
              25,528,140.39

            
	
              February
                2022

            	
              25,135,017.10

            
	
              March
                2022

            	
              24,747,756.69

            
	
              April
                2022

            	
              24,366,273.11

            
	
              May
                2022

            	
              23,990,481.55

            
	
              June
                2022

            	
              23,620,298.46

            
	
              July
                2022

            	
              23,255,641.46

            
	
              August
                2022

            	
              22,896,429.42

            
	
              September
                2022

            	
              22,542,582.37

            
	
              October
                2022

            	
              22,194,021.49

            
	
              November
                2022

            	
              21,850,669.14

            
	
              December
                2022

            	
              21,512,448.77

            
	
              January
                2023

            	
              21,179,284.99

            
	
              February
                2023

            	
              20,851,103.48

            
	
              March
                2023

            	
              20,527,831.00

            
	
              April
                2023

            	
              20,209,395.40

            
	
              May
                2023

            	
              19,895,725.55

            
	
              June
                2023

            	
              19,586,751.39

            
	
              July
                2023

            	
              19,282,403.86

            
	
              August
                2023

            	
              18,982,614.90

            
	
              September
                2023

            	
              18,687,317.47

            
	
              October
                2023

            	
              18,396,445.47

            
	
              November
                2023

            	
              18,109,933.80

            
	
              December
                2023

            	
              17,827,718.29

            
	
              January
                2024

            	
              17,549,735.69

            
	
              February
                2024

            	
              17,275,923.72

            
	
              March
                2024

            	
              17,006,220.95

            
	
              April
                2024

            	
              16,740,566.88

            
	
              May
                2024

            	
              16,478,901.90

            
	
              June
                2024

            	
              16,221,167.24

            
	
              July
                2024

            	
              15,967,305.00

            
	
              August
                2024

            	
              15,717,258.14

            
	
              September
                2024

            	
              15,470,970.44

            
	
              October
                2024

            	
              15,228,386.48

            
	
              November
                2024

            	
              14,989,451.68

            
	
              December
                2024

            	
              14,754,112.24

            


    

     

       

      
        
          
          

        

        
          II-2

          
            

          

        

        
          
          

        

      

       

      
      

    

    
      	
              Distribution
                Date:

            	
              Aggregate
                Principal Balance ($):

            
	
              January
                2025

            	
              14,522,315.15

            
	
              February
                2025

            	
              14,294,008.17

            
	
              March
                2025

            	
              14,069,139.83

            
	
              April
                2025

            	
              13,847,659.40

            
	
              May
                2025

            	
              13,629,516.90

            
	
              June
                2025

            	
              13,414,663.07

            
	
              July
                2025

            	
              13,203,049.38

            
	
              August
                2025

            	
              12,994,628.01

            
	
              September
                2025

            	
              12,789,351.81

            
	
              October
                2025

            	
              12,587,174.36

            
	
              November
                2025

            	
              12,388,049.89

            
	
              December
                2025

            	
              12,191,933.30

            
	
              January
                2026

            	
              11,998,780.17

            
	
              February
                2026

            	
              11,808,546.70

            
	
              March
                2026

            	
              11,621,189.75

            
	
              April
                2026

            	
              11,436,666.81

            
	
              May
                2026

            	
              11,254,935.97

            
	
              June
                2026

            	
              11,075,955.96

            
	
              July
                2026

            	
              10,899,686.09

            
	
              August
                2026

            	
              10,726,086.28

            
	
              September
                2026

            	
              10,555,117.04

            
	
              October
                2026

            	
              10,386,739.43

            
	
              November
                2026

            	
              10,220,915.11

            
	
              December
                2026

            	
              10,057,606.29

            
	
              January
                2027

            	
              9,896,775.72

            
	
              February
                2027

            	
              9,738,386.72

            
	
              March
                2027

            	
              9,582,403.11

            
	
              April
                2027

            	
              9,428,789.28

            
	
              May
                2027

            	
              9,277,510.11

            
	
              June
                2027

            	
              9,128,531.01

            
	
              July
                2027

            	
              8,981,817.89

            
	
              August
                2027

            	
              8,837,337.17

            
	
              September
                2027

            	
              8,695,055.73

            
	
              October
                2027

            	
              8,554,940.98

            
	
              November
                2027

            	
              8,416,960.77

            
	
              December
                2027

            	
              8,281,083.43

            
	
              January
                2028

            	
              8,147,277.76

            
	
              February
                2028

            	
              8,015,513.03

            
	
              March
                2028

            	
              7,885,758.92

            
	
              April
                2028

            	
              7,757,985.59

            
	
              May
                2028

            	
              7,632,163.63

            
	
              June
                2028

            	
              7,508,264.05

            
	
              July
                2028

            	
              7,386,258.28

            
	
              August
                2028

            	
              7,266,118.20

            
	
              September
                2028

            	
              7,147,816.07

            


    

     

       

      
        
          
          

        

        
          II-3

          
            

          

        

        
          
          

        

      

       

      
      

    

    
      	
              Distribution
                Date:

            	
              Aggregate
                Principal Balance ($):

            
	
              October
                2028

            	
              7,031,324.56

            
	
              November
                2028

            	
              6,916,616.76

            
	
              December
                2028

            	
              6,803,666.14

            
	
              January
                2029

            	
              6,692,446.55

            
	
              February
                2029

            	
              6,582,932.25

            
	
              March
                2029

            	
              6,475,097.85

            
	
              April
                2029

            	
              6,368,918.35

            
	
              May
                2029

            	
              6,264,369.11

            
	
              June
                2029

            	
              6,161,425.86

            
	
              July
                2029

            	
              6,060,064.66

            
	
              August
                2029

            	
              5,960,261.95

            
	
              September
                2029

            	
              5,861,994.50

            
	
              October
                2029

            	
              5,765,239.43

            
	
              November
                2029

            	
              5,669,974.19

            
	
              December
                2029

            	
              5,576,176.57

            
	
              January
                2030

            	
              5,483,824.66

            
	
              February
                2030

            	
              5,392,896.91

            
	
              March
                2030

            	
              5,303,372.05

            
	
              April
                2030

            	
              5,215,229.15

            
	
              May
                2030

            	
              5,128,447.57

            
	
              June
                2030

            	
              5,043,006.98

            
	
              July
                2030

            	
              4,958,887.35

            
	
              August
                2030

            	
              4,876,068.94

            
	
              September
                2030

            	
              4,794,532.31

            
	
              October
                2030

            	
              4,714,258.28

            
	
              November
                2030

            	
              4,635,227.98

            
	
              December
                2030

            	
              4,557,422.81

            
	
              January
                2031

            	
              4,480,824.43

            
	
              February
                2031

            	
              4,405,414.80

            
	
              March
                2031

            	
              4,331,176.10

            
	
              April
                2031

            	
              4,258,090.81

            
	
              May
                2031

            	
              4,186,141.66

            
	
              June
                2031

            	
              4,115,311.62

            
	
              July
                2031

            	
              4,045,583.92

            
	
              August
                2031

            	
              3,976,942.04

            
	
              September
                2031

            	
              3,909,369.70

            
	
              October
                2031

            	
              3,842,850.86

            
	
              November
                2031

            	
              3,777,369.71

            
	
              December
                2031

            	
              3,712,910.68

            
	
              January
                2032

            	
              3,649,458.42

            
	
              February
                2032

            	
              3,586,997.83

            
	
              March
                2032

            	
              3,525,514.00

            
	
              April
                2032

            	
              3,464,992.26

            
	
              May
                2032

            	
              3,405,418.16

            
	
              June
                2032

            	
              3,346,777.44

            


    

     

       

      
        
          
          

        

        
          II-4

          
            

          

        

        
          
          

        

      

       

      
      

    

    
      	
              Distribution
                Date:

            	
              Aggregate
                Principal Balance ($):

            
	
              July
                2032

            	
              3,289,056.07

            
	
              August
                2032

            	
              3,232,240.22

            
	
              September
                2032

            	
              3,176,316.27

            
	
              October
                2032

            	
              3,121,270.80

            
	
              November
                2032

            	
              3,067,090.57

            
	
              December
                2032

            	
              3,013,762.55

            
	
              January
                2033

            	
              2,961,273.92

            
	
              February
                2033

            	
              2,909,612.01

            
	
              March
                2033

            	
              2,858,764.37

            
	
              April
                2033

            	
              2,808,718.71

            
	
              May
                2033

            	
              2,759,462.94

            
	
              June
                2033

            	
              2,710,985.14

            
	
              July
                2033

            	
              2,663,273.56

            
	
              August
                2033

            	
              2,616,316.65

            
	
              September
                2033

            	
              2,570,102.99

            
	
              October
                2033

            	
              2,524,621.35

            
	
              November
                2033

            	
              2,479,860.69

            
	
              December
                2033

            	
              2,435,810.08

            
	
              January
                2034

            	
              2,392,458.79

            
	
              February
                2034

            	
              2,349,796.25

            
	
              March
                2034

            	
              2,307,812.02

            
	
              April
                2034

            	
              2,266,495.85

            
	
              May
                2034

            	
              2,225,837.59

            
	
              June
                2034

            	
              2,185,827.30

            
	
              July
                2034

            	
              2,146,455.14

            
	
              August
                2034

            	
              2,107,711.45

            
	
              September
                2034

            	
              2,069,586.69

            
	
              October
                2034

            	
              2,032,071.46

            
	
              November
                2034

            	
              1,995,156.51

            
	
              December
                2034

            	
              1,958,832.74

            
	
              January
                2035

            	
              1,923,091.15

            
	
              February
                2035

            	
              1,887,922.91

            
	
              March
                2035

            	
              1,853,319.28

            
	
              April
                2035

            	
              1,819,271.70

            
	
              May
                2035

            	
              1,785,771.69

            
	
              June
                2035

            	
              1,752,810.93

            
	
              July
                2035

            	
              1,720,381.19

            
	
              August
                2035

            	
              1,688,474.40

            
	
              September
                2035

            	
              1,657,082.58

            
	
              October
                2035

            	
              1,626,197.88

            
	
              November
                2035

            	
              1,595,812.57

            
	
              December
                2035

            	
              1,565,919.03

            
	
              January
                2036

            	
              1,536,509.75

            
	
              February
                2036

            	
              1,507,577.34

            
	
              March
                2036

            	
              1,479,114.51

            


    

    
       

      
        
          
          

        

        
          II-5

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
              Distribution
                Date:

            	
              Aggregate
                Principal Balance ($):

            
	
              April
                2036

            	
              1,451,114.08

            
	
              May
                2036

            	
              1,423,568.99

            
	
              June
                2036

            	
              1,396,472.26

            
	
              July
                2036

            	
              1,369,817.05

            
	
              August
                2036

            	
              1,343,596.58

            
	
              September
                2036

            	
              1,317,804.20

            
	
              October
                2036

            	
              1,292,433.34

            
	
              November
                2036

            	
              1,267,477.55

            
	
              December
                2036

            	
              1,242,930.47

            
	
              January
                2037

            	
              1,218,785.80

            
	
              February
                2037

            	
              1,195,037.39

            
	
              March
                2037

            	
              1,171,679.15

            
	
              April
                2037

            	
              1,148,705.07

            
	
              May
                2037

            	
              1,126,109.25

            
	
              October
                2037

            	
              1,103,885.87

            
	
              July
                2037

            	
              1,082,029.21

            
	
              August
                2037

            	
              1,060,533.61

            
	
              September
                2037

            	
              1,039,393.52

            


    

    


     

    


     


    
      
        
        

      

      
        II-6

        
          

        

      

      
        
        

      

    



    SCHEDULE
      III

     

    SCHEDULE
      OF MORTGAGE LOANS WITH PREPAYMENT PENALTIES

     

     

     

     

     

    
      
        
        

      

      
        III-1