POOLING AND SERVICING AGREEMENT

EXECUTION

 

 

 

GREENWICH CAPITAL ACCEPTANCE, INC.,

Depositor

 

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

Seller

 

and

 

WELLS FARGO BANK, N.A.,

Trustee

 

POOLING AND SERVICING AGREEMENT

 

Dated as of February 1, 2007

_________________________________

HarborView Mortgage Loan Trust

Mortgage Loan Pass-Through Certificates, Series 2007-1

 

Table of Contents

Page

Article I DEFINITIONS; DECLARATION OF TRUST		4
Section 1.01.	Defined Terms.	4
Section 1.02.	Accounting.	53
Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES		54
Section 2.01.	Conveyance of Mortgage Loans.	54
Section 2.02.	Acceptance by Trustee.	58
Section 2.03.	Repurchase or Substitution of Mortgage Loans by the Originator and the Seller.	59
Section 2.04.	Representations and Warranties of the Seller with Respect to the Mortgage Loans.	63
Section 2.05.	[Reserved].	64
Section 2.06.	Representations and Warranties of the Depositor.	64
Section 2.07.	Issuance of Certificates.	66
Section 2.08.	Representations and Warranties of the Seller.	66
Section 2.09.	Covenants of the Seller.	68
Article III ADMINISTRATION OF THE MORTGAGE LOANS		68
Section 3.01.	Servicing of the Mortgage Loans.	68
Section 3.02.	REMIC-Related Covenants.	69
Section 3.03.	Release of Mortgage Files.	69
Section 3.04.	Assessments of Compliance and Attestation Reports.	70
Section 3.05.	Enforcement of Regulation AB Deliverables.	72
Section 3.06.	Sarbanes-Oxley Certification.	72
Section 3.07.	Reports Filed with Securities and Exchange Commission.	72
Section 3.08.	Additional Information.	78
Section 3.09.	Intention of the Parties and Interpretation.	78
Section 3.10.	Indemnification by the Trustee.	79
Section 3.11.	[Reserved].	79
Section 3.12.	Reporting Requirements of the Commission.	79
Article IV ACCOUNTS		80
Section 4.01.	Servicing Accounts.	80
Section 4.02.	Distribution Account.	81
Section 4.03.	Permitted Withdrawals and Transfers from the Distribution Account.	83
Section 4.04.	[Reserved].	84
Section 4.05.	Financial Guaranty Insurance Policy.	84
Article V FLOW OF FUNDS		86
Section 5.01.	Distributions.	86

 

EXHIBITS AND SCHEDULES :

 

Exhibit A	Form of Senior Certificate	A
Exhibit B	Form of Subordinate Certificate	B
Exhibit C-1	Form of Class C Certificate	C-1
Exhibit C-2	Form of Class P Certificate	C-2
Exhibit C-3	Form of Class R Certificate	C-3
Exhibit D	Form of Reverse Certificate	D
Exhibit E	[Reserved]	E
Exhibit F	Request for Release	F
Exhibit G-1	Form of Receipt of Mortgage Note	G-1

 

Schedule I	Mortgage Loan Schedule
Schedule II	Final Maturity Reserve Schedule

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

PRELIMINARY STATEMENT:

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

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

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

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

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

 

 

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

Lower-Tier REMIC

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

Designation		Interest Rate		Initial Principal Balance		Corresponding Class of Certificate
LT-1A-1A		(1)		$ 189,733,000.00		1A-1A
LT-1A-1B		(1)		$ 126,488,500.00		1A-1B
LT-2A-1A		(1)		$ 293,857,000.00		2A-1A
LT-2A-1B		(1)		$ 122,440,000.00		2A-1B
LT-2A-1C1		(1)		$ 25,000,000.00		2A-1C1
LT-2A-1C2		(1)		$ 48,464,000.00		2A-1C2
LT- B-1		(1)		$ 24,301,000.00		B-1
LT- B-2		(1)		$ 14,400,500.00		B-2
LT-B-3		(1)		$ 8,550,500.00		B-3
LT-B-4		(1)		$ 11,250,000.00		B-4
LT-B-5		(1)		$ 9,000,500.00		B-5
LT-B-6		(1)		$ 9,450,500.00		B-6
LT-B-7		(1)		$ 7,200,500.00		B-7
LT-B-8		(1)		$ 5,400,000.00		B-8
LT-P		(1)		$ 50.00		P
LT-Q		(1)		$ 904,536,259.69		N/A
LT-I		(2)		(2)		N/A
LT-R		(3)		(3)		N/A

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

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

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

Upper-Tier REMIC

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

 

 

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

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

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

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

“ Bulk PMI Fee ”: Not applicable.

“ Bulk PMI Fee Rate ”: Not applicable.

“ Bulk PMI Policy ”: Not applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Certification Parties ”: As defined in Section 3.06.

“ Certifying Person ”: As defined in Section 3.06.

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

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

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

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

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

 

 

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

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

 

 

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

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

 

 

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

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

 

 

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

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

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

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

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

“ Closing Date ”: March 9, 2007.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

“ Eligible Account ”: Any of:

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

 

 

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

 

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

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

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

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

 

 

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

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

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

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

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

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

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

 

 

“ Initial LIBOR Rate ”: 5.320%.

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

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

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

“ Insurer Premium Rate ”: 0.06% per annum.

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

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

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

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

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

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

“ Late Payment Rate ”: For any Distribution Date, the lesser of (i) the greater of (a) the rate of interest, as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) plus 3% and (b) the then applicable highest rate of interest on the Insured Certificates and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates.  The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

 

 

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

 

 

 

 

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

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

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

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

“ Mortgagor ”: The obligor on a Mortgage Note.

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

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

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

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

 

 

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

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

 

 

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

“ OTS ”: The Office of Thrift Supervision.

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

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

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

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

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

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

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

 

 

 

 

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

“ PCAOB ”: The Public Company Accounting Oversight Board.

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

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

 

 

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 C, Class P and Class R Certificates.

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

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

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

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

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

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

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

 

 

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

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

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

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

 

 

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

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

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

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

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

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

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

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ 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 10 ^th calendar day of each month and which shall contain such information as may be agreed upon by the Trustee and which shall be sufficient to enable the Trustee to prepare the related Distribution Date Statement.

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

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

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

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

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

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

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

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

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

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

“ Residual Certificate ”: The Class R Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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.

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

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

 

 

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

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

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

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

(f)   [Reserved].

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

 

 

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

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

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

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

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