POOLING AND SERVICING AGREEMENT

 

 

 

 

 

GREENWICH CAPITAL ACCEPTANCE, INC.,

Depositor

 

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

Seller

 

and

 

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee and Custodian

 

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2007

__________________________________

RBSGC Mortgage Loan Trust

Mortgage Loan Pass-Through Certificates, Series 2007-A

 

 

Table of Contents

 

 

 

 

This Pooling and Servicing Agreement is dated as of January 1, 2007 (the “ Agreement ”), among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the “ Depositor ”), GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, as seller (the “ Seller ”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee and custodian (the “ Trustee ”).

PRELIMINARY STATEMENT:

Through this Agreement, the Depositor intends to cause the issuance and sale of the RBSGC Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-A (the “ Certificates ”) representing in the aggregate the entire beneficial ownership of the Trust, 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 created hereunder. The Certificates will consist of 20 classes of certificates, designated as (i) the Class 1-A-1 Certificates, (ii) the Class 2-A-1 Certificates, (iii) the Class 2-A-2 Certificates, (iv) the Class 2-A-3 Certificates, (v) the Class 2-A-4 Certificates, (vi) the Class 2-A-5 Certificates, (vi) the Class 3-A-1 Certificates, (vii) the Class 3-A-2 Certificates, (viii) the Class X Certificates, (ix) the Class PO Certificates, (x) the Class B-1 Certificates, (xi) the Class B-2 Certificates, (xii) the Class B-3 Certificates, (xiii) the Class B-4 Certificates, (xiv) the Class B-5 Certificates, (xv) the Class B-6 Certificates, (xvi) the Class B-7 Certificates, (xvii) the Class P Certificates and (xviii) the Class LT-R Certificates and (xviii) the Class R Certificates.

For federal income tax purposes, the Trust Fund comprises two REMICs in a tiered REMIC structure: the “ Lower-Tier REMIC, ” and the “ Upper-Tier REMIC .” Each Certificate, other than the Class R and Class LT-R Certificates, shall represent ownership of a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate represents ownership of the sole class of residual interest in the Lower-Tier REMIC.

The Lower-Tier REMIC will hold as its assets all of the assets constituting the Trust Fund and will issue nine uncertificated interests, eight of which shall be the “ Lower-Tier Regular Interests ” and one residual interest (the “LT-R Interest”), which will be the residual interest in the Lower-Tier REMIC.

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

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

Lower-Tier REMIC

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

On each Distribution Date, Available Funds for all Loan Subgroups shall be applied shall be allocated among the Lower-Tier Regular Interests in the following order of priority:

 

 

 

 

On each Distribution Date, the LT-P Interest shall be entitled to all Prepayment Penalty Amounts available for distribution on such Distribution Date.

 

Notwithstanding the foregoing, on each Distribution Date, Net Interest Shortfalls, if any, for a Loan Subgroup will reduce the amount of interest distributable on the related Lower-Tier Regular Interests, and Net Interest Shortfalls for any Loan Subgroup shall be allocated among the Lower-Tier Regular Interests related to such Loan Subgroup in proportion to the amounts of interest to which those Lower-Tier Regular Interests otherwise would have been entitled.

 

Realized Losses for any Loan Subgroup shall be applied to reduce the balance of the related Lower-Tier Regular Interest in the same manner in which principal is allocated amount such Lower-Tier Regular Interests pursuant to priorities (i) through (iii) above.

 

The following table sets forth (or describes) the Class designation, Pass-Through Rate, and Original Class Principal Balance (or Original Class Notional Balance) for each Class of Certificates comprising interests in the Trust Fund created hereunder. Each Class of Certificates, other than the Class R and Class LT-R Certificates, is hereby designated as representing ownership of regular interests in the Upper-Tier REMIC.

		Original Class Principal Balance or Class Notional Balance			Pass-Through Rate
Class 1-A-1		$	38,520,000.00			6.00	%
Class 2-A-1		$	56,131,000.00			6.75	%
Class 2-A-2		$	112,262,000.00			6.00	%
Class 2-A-3		$	6,059,000.00			6.25	%
Class 2-A-4		$	21,802,000.00			6.25	%
Class 2-A-5		$	4,043,000.00			6.25	%
Class 3-A-1		$	207,783,000.00			(1	)
Class 3-A-2			Notional Amount (2	)		(3	)
Class X			Notional Amount (4	)		6.00	%
Class PO		$	415,593.00			(5	)
Class R		$	100.00			6.25	%
Class B-1		$	13,699,000.00			(6	)
Class B-2		$	5,528,000.00			(6	)
Class B-3		$	4,806,000.00			(6	)
Class B-4		$	3,605,000.00			(6	)
Class B-5		$	2,403,000.00			(6	)
Class B-6		$	1,923,000.00			(6	)
Class B-7		$	1,682,880.00			(6	)
Class P		$	100.00			(7	)
Class LT-R			(8	)		(8	)

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.

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

“ Account ”: The Distribution Account or the Servicing Account, as the context requires.

“ Accrual Period ”: With respect to each Distribution Date and the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class X and Class R Certificates, the Subordinate Certificates and each Lower-Tier Regular Interest, the calendar month immediately preceding the month in which that Distribution Date occurs. With respect to each Distribution Date and the LIBOR Certificates, the period beginning with the prior Distribution Date (or the 25th day of the preceding calendar month, in the case of the first Distribution Date) and ending on the day immediately preceding such Distribution Date. Interest on the Certificates and each Lower-Tier Regular Interest shall be calculated based on an assumption that each month has 30 days and each year has 360 days.

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

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

“ 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.

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

“ Applicable Credit Support Percentage ”: As defined in Section 5.01(d).

“ Apportioned Principal Balance ”: As to any Class of Subordinate Certificates, Loan Subgroup 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 Subgroup for such date and the denominator of which is the sum of the Subordinate Components (in the aggregate).

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

“ Available Funds ”: As to any Distribution Date and any Loan Subgroup, 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 (but not including Monthly Payments due in future Due Periods but received by the related Determination Date) in respect of the Mortgage Loans in that Loan Subgroup, (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 that Loan Subgroup 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 that Loan Subgroup, (d) the aggregate of any amounts of Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) paid by the Servicer pursuant to the Servicing Agreement and Compensating Interest Payments deposited in the Distribution Account for that Distribution Date in respect of the Mortgage Loans in that Loan Subgroup, (e) the aggregate of the Purchase Prices, Substitution Adjustments Repurchase Prices and other amounts collected for purchases pursuant to Section 2.03 or substitutions pursuant to Section 2.03 deposited in the Distribution Account during the related Prepayment Period in respect of the Mortgage Loans in that Loan Subgroup, (f) the aggregate of any Advances made by the Servicer for that Distribution Date in respect of the Mortgage Loans in that Loan Subgroup, (g) the aggregate of any Advances made by the Trustee (as successor Servicer) for that Distribution Date pursuant to Section 7.02 hereof in respect of the Mortgage Loans in that Loan Subgroup and (h) the Termination Price allocated to such Loan Subgroup on the Distribution Date on which the Trust Fund is terminated pursuant to Section 10.01; minus (ii) the sum of (u) the Expense Fees for such Distribution Date in respect of the Mortgage Loans in that Loan Subgroup, (v) amounts in reimbursement for Advances previously made in respect of the Mortgage Loans in that Loan Subgroup and other amounts as to which the Servicer, the Trustee and the Custodian are entitled to be reimbursed pursuant to Section 4.03, (w) the amount payable to the Trustee, pursuant to Section 8.05 in respect of the Mortgage Loans in that Loan Subgroup or if not related to a Mortgage Loan, allocated to each Loan Subgroup on a pro rata basis and (x) amounts deposited in the Distribution Account in error in respect of the Mortgage Loans in that Loan Subgroup.

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

“ 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.

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

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

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

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

“ Certificate Notional Balance ”: With respect to each Certificate of a particular Class of Interest-Only Certificates and any date of determination, the product of (i) the Class Notional Balance of such Class and (ii) the applicable Percentage Interest of such Certificate.

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

“ Certificate Principal Balance ”: With respect to each Certificate of a particular Class (other than any Interest-Only Certificate and the 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. Deutsche Bank National Trust Company will act as Certificate Registrar, for so long as it is the Trustee under this Agreement.

“ Certificateholder ” or “ Holder ”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of a 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 or the Servicer or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded.

“ 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 3-A-2 Notional Balance ”: With respect to any Distribution Date, the Class Principal Balance of the Class 3-A-1 Certificates, prior to giving effect to distributions on such Distribution Date.

“ Class Notional Balance ”: With respect to any Class of Interest-Only Certificates and any Distribution Date, the Class X Notional Balance or the Class 3-A-2 Notional Balance, as applicable.

“ Class Principal Balance ”: With respect to any Class of Certificates (other than the Interest-Only Certificates and Class LT-R Certificates) and any Distribution Date, the Original Class Principal Balance as 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) in the case of any Class of Subordinate Certificates, (i) any amounts allocated to that Class in reduction of its Class Principal Balance for payment of PO Deferred Amounts and (ii) any applicable Writedown Amount; provided , however , that pursuant to Section 5.07, the Class Principal Balance of a Class of Certificates may be increased up to the amount of Realized Losses previously allocated to such Class, in the event that there is a Recovery on a related Mortgage Loan, and the Certificate Principal Balance of any individual Certificate of such Class will be increased by its pro rata share of the increase to such Class.

“ 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 received by the Servicer for the related Prepayment Period plus, on the first Distribution Date after which no Mortgage Loan is subject to payment of a Prepayment Penalty Amount, $100.

“ Class Subordination Percentage ”: With respect to each Class of Subordinate Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the Class Principal Balance of such Class immediately before such Distribution Date and the denominator of which is the aggregate of the Class Certificate Principal Balances of all Classes of Certificates immediately before such Distribution Date.

“ Class X Notional Balance ”: With respect to any Distribution Date, the product of (x) the aggregate Stated Principal Balance, as of the first day of the related Due Period, of the Premium Rate Loans in Subgroup 3; and (y) a fraction, the numerator of which is the weighted average of the related Stripped Interest Rates for the Premium Rate Loans in Subgroup 3 and the denominator of which is 6.00%.

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

“ Closing Date ”: January 31, 2007.

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

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

“ Compensating Interest Payment ”: With respect to any Distribution Date, an amount equal to the amount, if any, by which (x) the aggregate amount of any Interest Shortfalls (excluding for such purpose all shortfalls as a result of Relief Act Reductions) required to be paid by the Servicer pursuant to the Servicing Agreement with respect to such Distribution Date, exceeds (y) the aggregate amount actually paid by the Servicer in respect of such shortfalls.

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

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

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

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

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

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

“ Corporate Trust Office ”: With respect to the Trustee, the principal corporate trust office 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 Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, CA 92705-4934, Attention: GC070A, RBSGC Mortgage Loan Trust 2007-A, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, and the Seller. With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment is located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658, Attention: Transfer Unit.

“ Corresponding Class ”: With respect to each class of Lower-Tier Interests, the Class or Classes of Certificates so designated in the Preliminary Statement.

“ Custodian ”: Deutsche Bank National Trust Company, and its successors acting as custodian of the Mortgage Files.

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

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

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

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

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

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

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

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

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

“ Designated Rate ”: With respect to Loan Subgroup 1, 6.00% per annum. With respect to Loan Subgroup 2, 6.25% per annum. With respect to Loan Subgroup 3, 7.00% per annum.

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

“ Discount Mortgage Loan ”: With respect to Loan Subgroup 1, each Mortgage Loan having a Net Loan Rate less than the Designated Rate for that Loan Subgroup.

“ Disqualified Organization ”: A “disqualified organization” defined in Section 860E(e)(5) of the Code, or any other Person so designated by the Trustee based upon an Opinion of Counsel provided to the Trustee by nationally recognized counsel acceptable to the Trustee that the holding of an ownership interest in a 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.

“ Distribution Account ”: The trust account or accounts created and maintained by the Trustee pursuant to Section 4.02 hereof for the benefit of the Certificateholders and designated “Distribution Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of RBSGC Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2007-A” 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 25 ^th day of each month, or, if such day is not a Business Day, the next Business Day, commencing in February 2007.

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

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

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

“ Eligible Account ”: Any of

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

“ ERISA-Restricted Certificates ”: (i) the Privately-Offered B Certificates, the Class P Certificates and the Residual Certificates, or (ii) any other Certificates that are not rated at least “BBB-” (or its equivalent) by at least one Rating Agency upon acquisition or (iii) in general, any Certificate that does not satisfy the applicable rating requirement under the Underwriter’s Exemption.

“ ERISA-Qualifying Underwriting ”: A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

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

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

“ Expense Fee ” With respect to any Mortgage Loan, the sum of (i) the Servicing Fee and (ii) the Trustee Fee.

“ 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 January 2037.

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

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

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

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

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

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

“ Independent Contractor ”: Either (i) any Person that would be an “independent contractor” with respect to any REMIC formed hereby within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as no REMIC formed hereby receives or derives any income from such Person and provided that the relationship between such Person and the applicable REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

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

“ Interest Distributable Amount ”: With respect to any Distribution Date and each Class of Certificates (other than the Class PO Certificates 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-Only Certificate ”: Any Class X or Class 3-A-2 Certificate.

“ 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 or similar state or local law, an amount determined as follows:

“ 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.

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

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

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

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

“ LIBOR Certificates ”: The Class 3-A-1 and Class 3-A-2 Certificates.

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

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

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

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

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

“ Loan 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 Subgroup ”: Any of Subgroup 1, Subgroup 2 or Subgroup 3, as the context requires.

“ Loan Subroup Balance ”: As to each Loan Subgroup, the aggregate of the Stated Principal Balances of the Mortgage Loans in such Loan Subgroup that were Outstanding Mortgage Loans at the time of determination.

“ 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 ”: Any one of the interests in the Lower-Tier REMIC, 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.

 

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

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

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

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

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

“ Monthly Interest Distributable Amount ”: With respect to each Class of Certificates (other than the Class P, Class PO and Class LT-R Certificates) and any Distribution Date, the amount of interest accrued during the related Accrual Period on the Class Principal Balance or Class Notional Balance, as applicable, immediately prior to that Distribution Date; provided, however , that 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 Subgroup shall be apportioned among each Class of Senior Certificates related to such Loan Subgroup 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 Loans Subgroup 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.

“ Monthly Payment ”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and 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 or similar state or local law; (b) without giving effect to any extension granted or agreed to by the Servicer pursuant to the applicable provisions of the Servicing Agreement; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“ Moody’s ”: Moody’s Investors Service, Inc., or any successor in interest.

“ 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(c) 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 January 1, 2007, regarding the transfer of the Mortgage Loans by the Seller (including the Seller’s rights and interests in the Servicing Agreement) to or at the direction of the Depositor.

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

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 Subgroup 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.

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

“ Net Liquidation Proceeds ”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, Servicing Advances, the Expense Fee, 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. For purposes of determining whether any Qualified Substitute Mortgage Loan in Subgroup 1 is a Discount Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of calculating the applicable PO Percentage and applicable Non-PO Percentage, each Qualified Substitute Mortgage Loan shall be deemed to have a Net Loan Rate equal to the Net Loan Rate of the Deleted Mortgage Loan for which it is substituted.

“ Net Realized Losses ”: For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Principal Balance of that Class pursuant to Section 5.07 due to Recoveries.

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

“ Non-Discount Mortgage Loan ”: With respect to any Mortgage Loan in Subgroup 1, each Mortgage Loan in such Loan Subgroup having a Net Loan Rate equal to or in excess of the Designated Rate for such Loan Subgroup. With respect to any Mortgage Loan in Subgroup 2 or Subgroup 3, each Mortgage Loan in the applicable Subgroup.

“ Non-PO Loan Subgroup Balance ”: With respect to Subgroup 1 and any Distribution Date, the sum of (i) the aggregate of the Stated Principal Balances of the Non-Discount Mortgage Loans in Subgroup 1 as of the first day of the related Due Period and (ii) the aggregate of the Non-PO Portions of each Discount Mortgage Loan in Subgroup 1 as of the first day of the related Due Period.

“ Non-PO Percentage ”: With respect to (1) any Discount Mortgage Loan in Subgroup 1, the fraction, expressed as a percentage, equal to the Net Loan Rate of such Mortgage Loan divided by the Designated Rate for Subgroup 1 and (2) any Mortgage Loan other than a Discount Mortgage loan in Subgroup 1 or any Mortgage Loan in Subgroup 2 or Subgroup 3, 100%.

“Non-PO Portion” : With respect to any Discount Mortgage Loan, the product of the Stated Principal Balance of such Discount Mortgage Loan and the Non-PO Percentage for such Discount Mortgage Loan.

“ Non-PO Recoveries ”: For each Distribution Date and each Loan Subgroup, the excess of (i) the amount of Recoveries for such Loan Subgroup for such Distribution Date over (ii) the amount of PO Recoveries for such Loan Subgroup for such Distribution Date.

“ Notional Certificate ”: Any Class X or Class 3-A-2 Certificate.

“ Offered Certificates ”: The Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 3-A-1, Class 3-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class PO, Class X and Class R Certificates.

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

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

“ Original Applicable Credit Support Percentage ”: With respect to each Class of Subordinate Certificates, the corresponding percentage set forth below opposite its Class designation:

 

“ Original Class Notional Balance ”: With respect to the Interest-Only Certificates, the corresponding aggregate Class Notional Balance set forth for each such Class in the Preliminary Statement.

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

“ Original Subordinated Principal Balance ”: The aggregate of the Original Class Principal Balances of the Classes of Subordinate Certificates.

“ Originator ”: Wells Fargo 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 Amount ”: As to each Distribution Date and any Loan Subgroup, the excess of (i) the aggregate Non-PO Loan Subgroup Balance of that Loan Subgroup over (ii) the aggregate Class Principal Balance of the Senior Certificates (other than the Class PO Certificates) related to that Loan Subgroup.

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

“ Pass-Through Rate ”: With respect to each Class of Certificates entitled to distributions of interest and any Distribution Date, the rate set forth or described in the Preliminary Statement.

“ Percentage Interest ”: With respect to any Certificate other than a Class R or Class LT-R Certificate, a fraction, expressed as a percentage, the numerator of which is the Original Class Principal Balance or Original Class Notional Balance, as applicable, 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 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 Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:

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.

“ 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 P, Class R and Class LT-R Certificates.

“ PO Deferred Amount ”: With respect to any Distribution Date prior to the Senior Credit Support Depletion Date, the sum of (1) the applicable PO Percentage of the principal portion of Realized Losses on each Discount Mortgage Loan in Subgroup 1 allocated to the Class PO Certificates on that date and (2) all amounts previously allocated to the Class PO Certificates in respect of those losses and not distributed to the Class PO Certificates on prior Distribution Dates. On or after the Senior Credit Support Depletion Date, the PO Deferred Amount shall be zero.

“ PO Percentage ”: With respect to any Discount Loan, 100% minus the Non-PO Percentage for that Discount Mortgage Loan, and with respect to any Non-Discount Loan, 0%.

“ PO Principal Distribution Amount ”: With respect to Subgroup 1 and any Distribution Date, the sum of (a) the applicable PO Percentage of each portion of scheduled payment of principal collected or advanced on the related Mortgage Loans by the Servicer in respect of the related Due Period, (b) the applicable PO Percentage of that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan in that Loan Subgroup, deposited to the Distribution Account during the related Prepayment Period, (c) the applicable PO Percentage of the principal portion of any related Substitution Adjustments deposited in the Distribution Account during the related Prepayment Period, (d) the applicable PO Percentage of the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in such Loan Subgroup that are not yet Liquidated Mortgage Loans, (e) the applicable PO Percentage of the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in such Loan Subgroup, (f) the applicable PO Percentage of all Principal Prepayments in part or in full on Mortgage Loans in such Loan Subgroup applied by the Servicer during the related Prepayment Period, (g) the applicable PO Percentage of all Recoveries related to such Loan Subgroup received during the calendar month preceding the month of that Distribution Date and (h) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01 hereof, the applicable PO Percentage of that portion of the Termination Price in respect of principal for such Loan Subgroup.

“ PO Recovery ”: With respect to Recoveries on Discount Mortgage Loans, any Distribution Date and the Class PO Certificates, an amount equal to the lesser of (a) the PO Percentage of each Recovery on each Discount Mortgage Loan in Subgroup 1 and (b) the PO Deferred Amount for that Distribution Date.

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

“ 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, (ii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees and (iii) all amounts, if any, then due and owing to the Trustee under this Agreement.

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

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

“ 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 applicable Cut-off Date. 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 ”: For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Senior Certificates (other than the Class PO Certificates) related to such Undercollateralized Group immediately prior to such Distribution Date over the Non-PO Loan Subgroup Balance of such Loan Subgroup immediately prior to such Distribution Date.

“ Principal Distribution Amount ”: With respect to each Loan Subgroup and any Distribution Date, the sum of (a) the applicable Non-PO Percentage of each portion of scheduled payment of principal collected or advanced on the related Mortgage Loans by the related Servicer in respect of the related Due Period, (b) the applicable Non-PO Percentage of portion of the Purchase Price, representing principal of any repurchased Mortgage Loan in that Loan Subgroup, deposited to the Distribution Account during the related Prepayment Period, (c) the applicable Non-PO Percentage of the principal portion of any related Substitution Adjustments with respect to that Loan Subgroup deposited in the Distribution Account during the related Prepayment Period, (d) the applicable Non-PO Percentage of the principal portion of all Insurance Proceeds received during the related Prepayment Period with respect to Mortgage Loans in that Loan Subgroup that are not yet Liquidated Mortgage Loans, (e) the applicable Non-PO Percentage of the principal portion of all Net Liquidation Proceeds received during the related Prepayment Period with respect to Liquidated Mortgage Loans in that Loan Subgroup, (f) the applicable Non-PO Percentage of Principal Prepayments in part or in full on Mortgage Loans in that Loan Subgroup applied by the related Servicer during the related Prepayment Period, (g) the applicable Non-PO Percentage of all Recoveries related to that Loan Subgroup received during the Prepayment Period and (h) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01 hereof, the applicable Non-PO Percentage of the portion of the Termination Price in respect of principal for that Loan Subgroup.

“ 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.

“ Private Certificates ”: The Class B-5, Class B-6, Class B-7, Class P and Class LT-R Certificates.

“ Private Placement Memorandum ”: The Private Placement Memorandum dated January 30, 2007 relating to the initial sale of the Class B-5, Class B-6 and Class B-7 Certificates.

“ Privately-Offered B Certificates ”: The Class B-5, Class B-6 and Class B-7 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 January 30, 2007.

“ Prospectus Supplement ”: The Prospectus Supplement dated January 30, 2007, relating to the Senior Certificates and the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

“ Purchase Agreement ”: The Servicing Agreement, as the same may be amended from time to time, and any assignments and conveyances related to the Mortgage Loans.

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

“ Qualified Institutional Buyer ”: As defined in Rule 144A of 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 remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (iii) be current as of the date of substitution, (iv) 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, (v) have been underwritten or re-underwritten in accordance with the same or substantially similar underwriting criteria and guidelines as the Deleted Mortgage Loan, (vi) is of the same or better credit quality as the Deleted Mortgage Loan, (vii) conform to each representation and warranty set forth in Section 2.04 hereof applicable to the Deleted Mortgage Loan and (viii) have a Loan Rate not less than the Loan Rate of 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 (ii) hereof shall be determined on the basis of weighted average remaining term to maturity and the Loan-to-Value Ratio described in clause (iv) 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 (vii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. Any Mortgage Loan substituted for a Discount Mortgage Loan shall for all purposes of this Agreement be treated as having the same interest rate as the Mortgage Loan it replaced, except that any excess interest shall be paid to the Class X Certificates.

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

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

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

“ Reconstitution Agreement ”: The reconstituted servicing agreement dated as of January 1, 2007 among the Seller and Wells Fargo and acknowledged by the Trustee.

“ Record Date ”: With respect to each Distribution Date and the LIBOR Certificates, the Business Day preceding such Distribution Date. With respect to each Distribution Date and any Certificates that are not LIBOR Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. With respect to the initial Distribution Date, the Closing Date.

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

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

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

“ Regular Certificate ”: Any Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 3-A-1, Class 3-A-2, Class X, Class PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 or Class P Certificate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ 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 Classes ”: As defined in Section 5.01(d).

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

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

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

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

“ 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 of the Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 3-A-1, Class 3-A-2, Class PO, Class X and Class R Certificates.

“ Senior Certificate Group ”: Any of (a) the Class 1-A-1 and Class PO Certificates with respect to Subgroup 1, (b) the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5 and Class R Certificates with respect to Subgroup 2 and (c) the Class 3-A-1, Class 3-A-2 and Class X Certificates with respect to Subgroup 3.

“ 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 Percentage ”: With respect to each Loan Subgroup and any Distribution Date, the percentage equivalent of a fraction (which shall not be greater than 100%), the numerator of which is the aggregate Class Principal Balances of the Classes of Senior Certificates (other than the Class PO Certificates) relating to that Loan Subgroup immediately prior to such Distribution Date and the denominator of which is the Non-PO Loan Subgroup Balance in the related Loan Subgroup for such Distribution Date; provided, however , that on any Distribution Date after a Senior Termination Date has occurred with respect to the Senior Certificates related to a Loan Subgroup, the Senior Percentage for the related Loan Subgroup will be equal to 0% and; provided, further ,   that on any Distribution Date after a Senior Termination Date has occurred with respect to the Senior Certificates related to two Loan Subgroups, the Senior Percentage of the Loan Subgroup related to the remaining Senior Certificates (other than the Class PO Certificates) is the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Balances of the remaining Class or Classes of Senior Certificates (other than the Class PO Certificates) immediately prior to such date and the denominator of which is the aggregate Class Principal Balances of all Classes of Certificates (other than the Class PO Certificates) immediately prior to such date.

“ Senior Prepayment Percentage ”: With respect to each Loan Subgroup and any Distribution Date before the Distribution Date in February 2012, 100%. Except as provided herein, the Senior Prepayment Percentage for each Loan Subgroup for any Distribution Date occurring on or after the tenth anniversary of the first Distribution Date will be as follows: (i) from February 2012 through January 2013, the related Senior Percentage plus 70% of the related Subordinate Percentage for that Distribution Date; (ii) from February 2013   through January 2014, the related Senior Percentage plus 60% of the related Subordinate Percentage for that Distribution Date; (iii) from February 2014   through January 2015, the related Senior Percentage plus 40% of the related Subordinate Percentage for that Distribution Date; (iv) from February 2015   through January 2016, the related Senior Percentage plus 20% of the related Subordinate Percentage for that Distribution Date; and (v) from and after February 2016, the related Senior Percentage for that Distribution Date; provided, however, that there shall be no reduction in the Senior Prepayment Percentage for any Loan Subgroup unless the Step Down Conditions are satisfied on that Distribution Date; and provided, further , that if on any Distribution Date occurring on or after the Distribution Date in February 2012, the Senior Percentage for any Loan Subgroup exceeds the initial Senior Percentage for such Loan Subgroup, the related Senior Prepayment Percentage for that Distribution Date will again equal 100%.

“ Senior Principal Distribution Amount ”: With respect to each Loan Subgroup and any Distribution Date, the sum of:

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

“ Servicer ”: Wells Fargo Bank, N.A., as primary servicer of the Mortgage Loans as set forth and as individually defined in the Mortgage Loan Schedule hereto and any successors thereto.

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

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

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

“ Servicing Agreement ”: The Seller’s Warranties and Servicing Agreement (WFHM 2006-W109) dated as of December 1, 2006, between GCFP, as purchaser, and Wells Fargo, as seller, as reconstituted by the Reconstitution Agreement, as the same may be amended from time to time.

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

“ Servicing Fee Rate ”: With respect to each Mortgage Loan, the per annum rate of 0.250%.

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

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

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

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

“ Stated Principal Balance ”: With respect to any Mortgage Loan: (a) as of the Distribution Date in February 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

“ Step Down Conditions ”: With respect to any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply and each Loan Subgroup, (i) the outstanding Principal Balance of all Mortgage Loans in such Loan Subgroup 60 days or more Delinquent (including related Mortgage Loans in REO and foreclosure) (averaged over the preceding six month period), as a percentage of the aggregate of the Class Principal Balances of the Classes of Subordinate Certificates related to such Loan Subgroup on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans in such Loan Subgroup do not exceed:

“ Stripped Interest Rate ”: For any Subgroup 3 Mortgage Loan, the excess, if any, of the net loan rate of such Mortgage Loan over the Designated Rate for such Loan Subgroup.

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

“ Subgroup 1 ”: As of the Cut-off Date, consists of (a) 100% of the principal balance of each Mortgage Loan with a Net Mortgage Rate equal to or less than 6.00% per annum, and

(b) a portion of each Mortgage Loan with a Net Mortgage Rate greater than 6.00% per annum and equal to or less than 6.25% per annum, equal to:

 

“ Subgroup 2 ”: As of the Cut-off Date, consists of (a) a portion of each Mortgage Loan with a Net Mortgage Rate greater than 6.00% per annum and equal to or less than 6.25% per annum, equal to:

 

(b) a portion of each Mortgage Loan with a Net Mortgage Rate greater than 6.25% per annum and equal to or less than 7.00% per annum, equal to:

 

“ Subgroup 2 Priority Percentage :” With respect to any Distribution Date, (a) the aggregate Class Principal Balance of the Class 2-A-4 and Class 2-A-5 Certificates, divided by (b) the aggregate Class Principal Balance of the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, in each case immediately prior to any allocations of Realized Losses or distributions on that Distribution Date. The Subgroup 2 Priority Percentage as of the Closing Date will be 12.90%.

“ Subgroup 2 Prepayment Shift Percentage :” For any Distribution Date, the percentage indicated below:

Distribution Date Occurring in:		Subgroup 2 Prepayment Shift Percentage:
February 2007 through January 2012			0	%
February 2012 through January 2013			30	%
February 2013 through January 2014			40	%
February 2014 through January 2015			60	%
February 2015 through January 2016			80	%
February 2016 and thereafter			100	%

“ Subgroup 2 Priority Amount :” For any Distribution Date, the sum of (i) the product of (a) the aggregate of each of the amounts referred to in clauses (a) through (d) and clause (h) of the definition of “Principal Distribution Amount” with respect to Subgroup 2 for that Distribution Date, multiplied by (b) the Senior Percentage for Subgroup 2 for such Distribution Date, multiplied by (c) the Subgroup 2 Shift Percentage and multiplied by (d) the Subgroup 2 Priority Percentage and (ii) the product of (a) the aggregate of each of the amounts referred to in clauses (a) through (d) and clause (h) of the definition of “Principal Distribution Amount” with respect to Subgroup 2 for that Distribution Date, multiplied by (b) the Senior Prepayment Percentage for Subgroup 2 for such Distribution Date, multiplied by (c)the Subgroup 2 Prepayment Shift Percentage and multiplied by (d) the Subgroup 2 Priority Percentage.

“ Subgroup 2 Shift Percentage :” For any Distribution Date up to but not including the Distribution Date in February 2012, 0%, and for any Distribution Date on and after the Distribution Date in February 2012, 100%.

“ Subgroup 3 ”: As of the Cut-off Date, consists of (a) a portion of each Mortgage Loan with a Net Mortgage Rate greater than 6.25% per annum and equal to or less than 7.00% per annum, equal to:

 

“ Subordinate Certificate ”: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 or Class B-7 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 Mortgage Rate of any Mortgage Loan minus (ii) amounts taken into account under clause (i) of this definition in determining the Subordinate Class Expense Share of any Class of Subordinate Certificates having a higher numeric designation. In no event, however, shall the Subordinate Class Expense Share for any Class of Subordinate Certificates and any Accrual Period exceed the product of (i) (a) the lesser of the Pass-Through Rate for such Class or the applicable Adjusted Cap Rate, divided by (b) 12 and (ii) the Class Certificate Principal Amount of such Class of Subordinate Certificates as of the beginning of the related Accrual Period.

“ Subordinate Component ”: With respect to each Loan Subgroup and any Distribution Date, the excess of the related Non-PO Loan Subgroup Balance for such Distribution Date over the aggregate Class Principal Balance of the related Senior Certificate Group (other than the Class PO Certificates) immediately preceding such Distribution Date. The designation “1,” “2” and “3” appearing after the corresponding Loan Subgroup designation is used to indicate a Subordinate Component allocable to Subgroup 1, Subgroup 2 and Subgroup 3, respectively.

“ Subordinate Percentage ”: With respect to each Loan Subgroup and any Distribution Date, the difference between 100% and the related Senior Percentage for such Loan Subgroup on such Distribution Date; provided, however , that on any Distribution Date occurring after a Senior Termination Date has occurred with respect to the Senior Certificates related to two Loan Subgroups, the Subordinate Percentage will represent the entire interest of the Subordinate Certificates in the Mortgage Loans and will equal the difference between 100% and the related Senior Percentage for such Distribution Date.

 

“ Subordinate Prepayment Percentage ”: With respect to each Loan Subgroup and any Distribution Date, the difference between 100% and the related Senior Prepayment Percentage for such Distribution Date.

“ Subordinate Principal Distribution Amount ”: With respect to each Loan Subgroup and any Distribution Date, an amount equal to the sum of:

provided, however , that on any Distribution Date occurring after a Senior Termination Date has occurred with respect to the Senior Certificates (other than the Class PO Certificates) related to two Loan Subgroups, the Subordinate Principal Distribution Amount will not be calculated by that Loan Subgroup but will equal the amount calculated pursuant to the formula set forth above based on the Subordinate Percentage or Subordinate Prepayment Percentage, as applicable, for such Distribution Date with respect to all the Non-Discount Mortgage Loans rather than the Non-Discount Mortgage Loans in the related Loan Subgroup.

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

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

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

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

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

“ 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.

“ Trust Fund ”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, such Trust Fund consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby); (v) the Distribution Account (subject to the last sentence of this definition), any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto; (vi) all right, title and interest of the Seller in and to the Servicing Agreement and (vii) 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 applicable Cut-off Date and principal received before the applicable Cut-off Date (except any principal collected as part of a payment due after the applicable Cut-off Date) and (2) all income and gain realized from Permitted Investments of funds on deposit in the Distribution Account.

“ Trustee ”: Deutsche Bank National Trust Company, not in its individual capacity but solely as trustee, a national banking association, its successors and assigns, or any successor trustee appointed as herein provided.

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

“ Trustee Fee ”: The trustee shall receive as compensation for its services the aggregate of (1) one Business Day’s investment earnings on amounts on deposit in the Distribution Account and (2) for each Mortgage Loan, a monthly fee paid out of interest collections received from such Mortgage Loan calculated as the product of (a) the outstanding principal balance of such Mortgage Loan as of the first day of the related Due Period and (b) the Trustee Fee Rate.

“ Trustee Fee Rate ”: 0.0052% per annum.

“ Undercollateralized Group ”: With respect to any Distribution Date and any Loan Subgroup or Loan Subgroups, as applicable, as to which the aggregate Class Principal Balance of the related classes of Senior Certificates (other than the Class PO Certificates), after giving effect to distributions pursuant to Section 5.01(a) on such date, is greater than the Non-PO Loan Subgroup Balance of the related Loan Subgroup or Loan Subgroups for such Distribution Date.

“ Underwriter ”: Greenwich Capital Markets, Inc.

“ Underwriter’s Exemption ”: Prohibited Transaction Exemption 90-59 (Exemption Application No. D-8374), as amended by Prohibited Transaction Exemption 97-34 (Exemption Application Nos. D-10245 and D-10246), as amended by Prohibited Transaction Exemption 2000-58 (Exemption Application No. D-10829) and as amended by Prohibited Transaction Exemption 2002-41 (Exemption Application No. D-11077) (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 ”: A citizen or resident of the United States, a corporation, partnership or other entity treated as a corporation or partnership for federal income tax purposes (other than a partnership that is not treated as a U.S. Person pursuant to any applicable Treasury regulations) created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia, or an estate the income of which from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. The term “United States” shall have the meaning set forth in Section 7701 of the Code or successor provisions.

“ Unpaid Interest Shortfall Amount ”: With respect to each Class of Certificates (other than the Class PO and Class P Certificates) and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for that Class for the immediately preceding Distribution Date exceeds (b) the aggregate amount distributed on that Class in respect of such Monthly Interest Distributable Amount on the preceding Distribution Date plus (2) any such shortfalls remaining unpaid from prior Distribution Dates.

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

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

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. 97% of the voting rights shall be allocated among the Classes of Regular Certificates (other than the Interest-Only Certificates and the Class R Certificate), 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, 1% of the voting rights shall be allocated to the Holder of the Class X Certificates, 1% of the voting rights shall be allocated to the Holder of the Class 3-A-2 Certificates and 1% of the voting rights shall be allocated to the Holder of the Class R Certificate; provided, however , that when none of the Regular Certificates is outstanding, 100% of the voting rights shall be allocated to the Holder of the Class R Certificate. The voting rights allocated to a Class of Certificates shall be allocated among all Holders of such Class, pro rata , based on a fraction the numerator of which is the Certificate Principal Balance or Certificate Notional Balance, as applicable, of each Certificate of such Class and the denominator of which is the Class Principal Balance or Class Notional Balance, as applicable, of such Class; provided, however , that any Certificate registered in the name of the Trustee or any of its affiliates shall not be included in the calculation of Voting Rights. No voting rights shall be allocated to the Class P or the Class LT-R Certificates.

“ Wells Fargo ”: Wells Fargo Bank, N.A., as servicer of the Mortgage Loans as set forth and as individually defined in the Mortgage Loan Schedule hereto, and its successors in interest and assigns.

“ 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 .

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 Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest due thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans; (v) all proceeds of any of the foregoing and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest and principal due to the Depositor after the Cut-off Date with respect to the Mortgage Loans. In exchange for such transfer and assignment, the Depositor shall receive the Certificates.

It is 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 June 1, 2005.

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement (other than the right to terminate the Servicer for an Event of Default under Section 10.01(x) of the Servicing Agreement)   to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of 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 the assignment of any MERS Mortgage Loan, the Seller agrees that it will take (or shall cause the Servicer to take), at the expense of the Seller (with the cooperation of the Depositor and the Trustee), such actions as are necessary to cause the MERS ^® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS ^® System to identify the series of the Certificates issued in connection with the transfer of such Mortgage Loans to the Trust Fund.

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

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

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

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

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

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

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

SECTION 2.02. Acceptance by Trustee .

The Trustee hereby accepts its appointment as 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 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.

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

No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor 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 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.

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

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

(b)   Upon actual 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, the Trustee (or the Custodian on behalf of the Trustee) shall promptly notify the Seller of such noncompliance, missing document or breach and request that the Seller deliver such missing document or cure such noncompliance or breach within 90 days from the date that the Seller was notified of such breach, and if the Seller does not cure such breach in all material respects during such period, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement and cause the Seller to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e) below); provided, however, that, in connection with any such breach that could not reasonably have been cured within such 90 day period, if the Seller shall have commenced to cure such breach within such 90 day period, the Seller shall be permitted to proceed thereafter diligent