C V 1oo JUj€ Floyd Abrams Susan Buckley Adam Zurofsky Tammy L. Roy CAHILL GORDON & REINDEL LLP

80 Pine Street New York, New York 10005 Telephone: 212-701-3000

Attorneys for Defendant The McGraw-Hill Compani

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YOR]

--------------------------------------------x New Jersey Carpenters Vacation Fund, On Behalf of Itself and All Others Similarly Situated

Plaintiffs, Civil Action No.

-against-

HarborView Mortgage Loan Trust 2006-4; NOTICE OF REMOVAL

HarborView Mortgage Loan Trust 2006-5; flarborView Mortgage Loan Trust 2006-9; The Royal Bank of Scotland Group, plc; Greenwich Capital Holdings, Inc.; Greenwich Capital Acceptance, Inc.; Greenwich Capital Markets, Inc.; Greenwich Capital Financial Products, Inc.; Robert J. McGinnis; Carol P. Mathis; Joseph N. Walsh, III; John C. Anderson; James C. Esposito; Fitch Ratings; Moody's Investors Service, Inc.; and The McGraw-Hill Companies, Inc.,

Defendants. --------------------------------------------x

Defendant The McGraw-Hill Companies, Inc. ("McGraw-Hill"), by its

undersigned attorneys, hereby remove the above-captioned case pending in the Supreme Court of

the State of New York, County of New York, to the United States District Court for the Southern

District of New York, This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332,

as amended by the Class Action Fairness Act of 2005 ("CAFA"), and the claims may be

removed to this Court under 28 U.S.C. § 1453.

As grounds for removal, McGraw-Hill states as follows:

1. On May 14, 2008, plaintiff New Jersey Carpenters Vacation Fund ("Plaintiff')

filed this putative state court class action (the "State Court Action") by filing a complaint entitled

New Jersey Carpenters Vacation Fund v. HarborView Mortgage Loan Trust 2006-4, et al (the

"Class Action Complaint") in the Supreme Court of the State of New York, County of New York

on behalf of all purchasers of certain HarborView Mortgage Loan Pass-Through Certificates (the

"HarborView Bonds"). This case was assigned an index number of 601451/08.

2. The Class Action Complaint alleges, among other things, that certain registration

statements and prospectuses filed in connection with the HarborView Bonds contained

misstatements and omissions in violation of Sections 11, 12 and 15 of the Securities Act of 1933,

15 U.S.C. §sS 77k, 771, and 77o.

3. Pursuant to 28 U.S.C. § 1446(a) and (b), this Notice of Removal is being filed in

the United States District Court for the Southern District of New York within thirty days after

May 14, 2008, i.e., the date that McGraw-Hill received, through service or otherwise, a copy of

the Summons and Complaint. Although it is not necessary, all defendants in this action consent

to removal. See Consent to Notice of Removal, attached as Exhibit B hereto.

Class Action Fairness Act of 2005 ("CAFA")

4. Pursuant to 28 U.S.C. §§ 1332(d)(2) and 1453, a putative "class action"

commenced after February 18, 2005 may be removed to the appropriate United States District

Court if: (a) the amount in controversy exceeds the sum or value of $5,000,000, exclusive of

interest and costs; and (b) any member of the putative class is a citizen of a state different from

any defendant. 28 U.S.C. § 1332(d)(2)(A).

5. CAFA is applicable to the State Court Action because the Action was commenced

on or about May 14, 2008, i.e., after the effective date of CAFA. 28 U.S.C. §§ 1332, 1453.

2

The State Court Action is a "class action" within the meaning of CAFA because

Plaintiff seeks to represent a class of persons in a "civil action filed under" Article 9 of the New

York Civil Practice Law and Rules, i.e., a "State statute or rule of judicial procedure authorizing

an action to be brought by 1 or more representative persons as a class action." 28 U.S.C.

§§ 1332(d)(1)(13), 1453(a).

7. The State Court Action satisfies CAFA's amount of controversy requirement.

Under 28 U.S.C. § 1332(d)(6), the amount of controversy in a putative class action is determined

by aggregating the amount at issue in the claims of all members of the putative class. Here, the

Class Action Complaint alleges that the defendants made false and misleading statements in

connection with the issuance of approximately $6.32 billion in mortgage pass-through

certificates, and that the value of these certificates has declined substantially due to the

defendants' alleged violations. See Class Action Complaint ¶J I & 3. While McGraw-Hill

denies that Plaintiff or any putative class member is entitled to recover any amount or the other

relief sought, these allegations plainly make the aggregate amount in controversy in this State

Court Action more than $5,000,000, exclusive of interest and costs. 28 U.S.C. § 1332(d)(2).

8. The State Court Action satisfies CAFA's diversity of citizenship requirement.

To establish diversity jurisdiction under CAFA, it is sufficient that any one member of the

putative class is a citizen of a state different from any one defendant. 28 U.S.C. § 1332(d)(2)(A).

Plaintiff asserts that it is a benefit fund with offices located in the State of New Jersey. See Class

Action Complaint ¶ 7. Defendant McGraw-Hill is a citizen of New York and other defendants,

on information and belief, are citizens of Delaware, New York and/or Connecticut.

9. No exceptions to CAFA's applicability apply in this case.

Other Procedural Requirements

10. In accordance with 28 U.S.C. § 1446(a), attached hereto as Exhibit A are file-

stamped copies of all process, pleadings and orders served upon McGraw-Hill in the State Court

Action, namely the Summons and Complaint.

11. McGraw-Hill will promptly serve a copy of the Notice of Removal on Plaintiff's

counsel and file with the Clerk of the Supreme Court of the State of New York, County of New

York, a Notice of Filing of Notice of Removal pursuant to 28 U.S.C. § 1446(d).

12. This Notice of Removal is signed pursuant to Fed. R. Civ. P. 11. See 28 U.S.C.

§ 1446(a).

WHEREFORE, this action should proceed in the United States District Court for the

Southern District of New York, as an action properly removed thereto.

Dated: June 3, 2008 Respectfully submitted,

Floyd Abrams 0 Susan Buckley Adam Zurofsky Tammy L. Roy CAHILL GORDON & REINDEL LLP

80 Pine Street New York, New York 10005 Telephone: 212-701-3000 Facsimile: 212-269-5420

Attorneys for Defendant The McGraw-Hill Companies, Inc.

11

Exhibit A

SUPREME COURT OF THE STATE OF.NEW YORK COUNTY OF NEW YORK -- . x New Jersey Cazpentcrs Vacation Eund On Behalf of Itself and AU Others Similary Situated, index No.

Plaintiffs1

—against-

0860145 1

7 PILED I To die above named Dcfcndantw

•. /

YOU ARE HEREBY SUMMONED and required to ntiWs attorneys a Verified Answer to thc Verified Complaint in this action within twentySirfier the service of this sutrirnona exclusive of the day of service, or within thirty (30) days after service is complete if this summons is not personally delivered to you within the State of New York, in case of your failure to answer, judgment will be taken against you by default for the ielief demanded in the complaint.

Dated: May 141 2008

Scoengold Spout Laitgnan & Lomath, PC 19Fult6n Street, Suite 406 New York, New York 10036 Tel: (212)964-0046

rnffJc for PIaliUiffr & Proposed Class

Trial is desired in the County of New York. The basis of venue designated above is that Defendants maintain and/or conduct their business in the County of New York.

HarborVicw Mortgage. Loan Trust 2006-4; HaiborView Mortgage Loan Trust 2006-5; HarborVicw Mortgage Loan Trust 2006-9, The Royal Bank of Scotland Group, plc; Greenwich : Capital Holding Inc.. Greenwich Capital Acceptance, Inc.; Greenwich Capital Markets, lnc. Greenwich Capital Financial Products1 Inc.; Robert: I. McGinnis; Carol P. Mathis; Joseph N. Wal4 1 ID;: John C. Anderson; )irnes C. Esposito; Pitch (alings; Moody's Investors Service, Inc.; and The

McGraw-Hill Cuipanies, inc.,

Defendants -

SUPREME COURT OF THE STATEOF NEW YORK COUNTY OF NEW YORK.

xi New Jery Carpenters Vacston Pud, On Bebeif of 11901f and All Others SmftarlySituated1 . lndexNo.

Plainti, . CLASSA1LQN

VERIFIED CQMPI4INt FOR ViOLATION OF SECTIONS •11, 12 mid 15 OF THE SECURITIES ACT OF1933

Pk ANY

Plaintiff alleges the thllowing upon. infortnaticn widi belief and based upon the

investigation of tbeir comsel Scboeet4Sporn Laiusan • & Lometti, P.C. which included a

review of United Smtea 5witiag and Exchange Conmiission ('SC") Wings by Greenwich

Capital M eptancc luc. ("GCA) and HanborView Mortgage Loan Trust 2OW4, IlaiborVicw

Mortgage Loan Trust 2006-5 k HarborView Mortgage Low Trust 2006-9 (coiledively the

'Issuers' or "H5IbCTV1OW), as well as regulatory AHW and reports, ratings agency reports and

edvionirs about CGA and HerborView, .ps teleases and other public statements issued by the

ratings agencies about CGA and Ha?borVjew, aed their own internal invcstrgutiou Plaintiff

believes that substantij additional evldentiary support will eaist• or the ealegatiom set forth

herein after reasonable opportunity for diavcry.

-against-

HsftorView Mortgage Loin 'Trust 20064; IlarborView Mortgage Loan Trust 2006-5; Harbc'rView Mortgage Loan Trust 2006-9; The Royal Bank of Scotl*nd Groi4p 1 plc; Greenwich: Capital Ho4iags, Inc,Greenwich Capital Acceptsncc Inc.; Greenwich Capital M*rkms Inc, Greenwich Capital Finincil Products, Inc.; Robert: J. mcmnwsj Carol P. Mathis Joseph N. Wsleh!fl; John C. Andar-son; James C. Esposito; Fitch Ratings; Moody's Investors SeMce Inc.; end The McGraw-Bill Companies, Inc

Defendants. 1

- - .-

1. ThIs is a cLass action brougjtt by New lczucy Carpenters Vacation Fund (the "NJ

Carpentet Fnad') allcgmg violations of Sections Fl, 12 and 15 of the Securtiea Act of 1933,15

LLS.0 §77a et seq. (the "Secwitles Act") on bcbalf of purchasers of BarborView Mortgage

Loan Pau-Through Certificates (onds' or "}lazborView Bonds") pisuant to or traceable to

the tbllowing ofings;

$1.84 billion of Mortgage Loan Pass-Through Certificatcs Series 2006.4. issued by HaiborView Mortgage Loan Trust 2006-4 on or about Aptil 26, 2006 (wAPrU 2006 HmborVew Offering");

• $1.62 billion of Mortgage Loazi Pass-Through Ccthficates, Series 2006-5, issued by BarborViow Mortgage Loan Trust 2006$ on or about June 27. 2006 ("June 2006 HarborView Offering"); and

• $2.86 billion of Mortgage Loan Peas-Through Certificates, Series 2006-9, issued by HsthorView Mortgage Loan Trust 20O69 on or about October 3, 2006 ("October 2006 Harborview Offerg");

(collectively, the "Offerings"). The Bonds hete are the quintessential ntortgage-bac3cd

securities (' 1MBS"). It has become apparent in recent months that one of thc prime drivers of the

current credit crWs in the United States is that over the last several 'eurs financial institutions,

such as The Royal Bank of Scotland Greenwich Capital, ia an effort to amass masivc

underwriting fees, have issued billions of dollars of MBSa collateralized with what has now beco

recognized to be impaired and defective mortgage loans. The loan originator lbtled topropery

arid carefully undexwiite the mortgage loans because they were being immediately packaged and

sold in piblic offcriuga to investors such as Plaintiff Underwnters, such as RS Greenwich

Capita failed tO do the due diligence required under the Securities. Act because they were

obtaining millions of dollars In fees upon the completion of these ma*aie MBS offerings, while

the credit r*ting agcncis including Defcadwe Fitch Ratings ("itch") Moody's Investor

I

2

SCViCeS Inc. ("Moodys) and Standard & Poors' Ratings Sen'Ices ("S&P') (collectively, the

"Ratiap Agencies" or "Rating Agensy Dfeadents') also failed to conduct de dilIgence and

wWingly assigned the lnghvat tatings to such impaired in*uments since they were teeclved

subatantal fees from the ssue All of these famine of due diligence and conflicts leading up to

the issuance of impabed securities were buided outeria1 edsatatcinents and omissions tn the

Act. As set forth more fully below Roatration Statement relating, to the within Offerings were

issued by the same or related entsbes and .00ntainàd substantially similar ruatetial inieatetcnerits

and omissions inviolatioea of Scotiens 11, 12 'and 15 of the Sceuntice Act. The issuCrs of the

Bonds were eli trusts created by RBS Greenwich Cp1tui forth; purpose of the Bond issues. The

Bond undcnvntcrs 1 sponsors and stUen were Identicol in each of the Oftcrmge. In all of the

Offbrings the Bond Depositor was GCA the Sponsor and Seller was (Ireenwich Capital'

Financial Puduct be. (OCFP") and the wlderw!jter Greçwich Capital Markets, Inc. doing

business as "RBS Greenwich Capital" ("OM"). Thc.Bonds were oat end are not listed on a

national securities ecbsnge. The claims asserted herein arc not based upon any allegations of

frau

2. The Offerings were MESa collaterized with loans originated and underttcii by

Couutrw4le Home Low, Inc. ('Cotmtrywidci. The Registration Statement issued in

coimection with the Offerings, eater nik. materi&Jy misstated or failed to dicloc the me

impaired and detective ua2ity of the loans collateralizieg the Bonds that the loans were not

oiigbated pursuant to the underwriting guiddines. sUited .in 60 Registration Statement and that

the Rating Agencies assigned inaccurate lnappropiøte and inflated values and ratings to the

Bonds. These m lenicats end omis*ions we issued u a result of Dcfendante fajliji to

ki

- --

conduct meaningful mid rcquircd due dftoo in . connection With the Offedngs. Following the

issuance of the Bon& Ike um4edyig collateral experienced higher then anticipated. rates of

delinquencies and fOMICIUM

3. It wan only receggy that the material tatcmenLs and omissions in the

Registration Statement have began to acme to light. Ccuitrywidc, since July 2007, has been

breed to write-off over $1.2 billion in subiwime nortgagea and non-traditional bails as a result

of its imprudent and improper lending atandarda Futther, Countrywide has coins under fcdeml

eriiziizusl invcstigasion for havmg engaged in hnproWmt&writing of loans including those used

as coflateral in connectiOn with asset.bsdced securitie offeringa Ilils investigation bas revealed

Counti'wides stated loan urAwAmiting standardi as described in detail in the Registration

Statement, were rampantly disrjxdod in 6vor of simply gencrathug ufcltnt vulurnes of loans

to sell to investors in MBS oftcring& Additionally, X.A.has become the focus of a SEC probe

into the ocliapse ofthc subpcime mortgage market and has been asked by the SEC to turn over its

financial doetmients In connection with .orinatiou of thortgagcs ) iomuntiuy. due dilignoe,

sales of securities and masd.r trading. These develop cauts in timi, led the Rating Agftcit* to

concede the methndologea employed to rate the Bonds. were inappropriate and inaccurate.

Moody's admitted the methodology had nut bean updated since 2002. On December 1 7, 2007,

Moody's applied an appropriate methodology fiwkwlag In the absence of baste fide underwriting

used to originate the Band collateral zeanitlug in a significant decrae In the ratings on the

Bonds. The rating downgrade resulted in a dedinc in Pisintiff's Bond prices from appruximatdy

$93.71 In late November,, 2007 to $85.70 by December 31, 2007. In February 200E, Fitch,

applying its updated and appropriate methodo3ogç placed aeverøl HborViw Bonds on

"Ratings Watch Negative." The disclosures regarding the true quality of the Bond collateral

a

4

originated by Countiywidc and the Rating Agçncic admission that they had not used an

appmpnate rating method10 for the Bonds have rou1ted in U sUbsUatial decline in the value

of the Bonds. The value of Flalntift'.* in4cstmcnt in RarborView 5onds, origliy purchased at

M had dechned by 55 percent asøfMarch 31, 2004, Moat recently, on April 29, 200$ S&P

downgraded 5eVaral cassca of HarborView Bonds - previonaly rated Investment grade - to junk

atatos. All of the ftegoing thi3ures by the Dfidents resulted in mUlions of doUars of damages

to Plaintiff and members of the class.

4. The claims asserted harem anse under W. pureuaifl to Sections 1. 1, 124)(2), and

5 of the Secinities Act, 15 U.S.C. if 77k, 771(4)(2) W776,-respectively,

5. This Court has JUIiSdiCttoIt over.thesubjct rnttter of this action pursuant to

Section 22 of the Securities Act, 15 tlS.C. § 77v.

6. Venue is proper in this County pursuant to Section 22 of the Securities Act.

Many of the acts and transactions aHeged herein, including the preparation and dissenilnalion of

many of the material misstatements contained in the Registration Statement and Prospectuses,

occurred in substantial pars in this County. Addhionafly, the Offerings were actively markøted

and sold in this County. In addition, Defendant RJS nwntalns an office in this County and

all three Rating Agency Defendants maintain principal c=Wve offices and reside in this

County.

PARTIES

7 Plaintif, the New Jersey Carpenters Vacation Fund, is a Tult..Martley benefit hind th offices located in Rdiaon, New Jarsey The New Jersey Carpenters Vacation Fund

pted 100,000 thee value of the RarborView Mortgage Loan Trust, Series 2006-4 Class P1

5

Bonds at par value, an imuftem of S10000O, on the Offering on April 29, 2006. PlaintUT

purchased pursuant to the Registration Statnesit and Prospectus which contained matedal

ndastatencnts of tct aM omMd f a to VI&W the facts stated therein not misleading

as act forth herern. At the time of the conrrncncceient of this action the vuh-ic of PlaintifI'

HarborVicw mvostmcnt bad dUned to eppioxhnately $54880.71 -. a loss of upproxlniately 55

percent of the unds investment

8. Defendant }!aiorvlew Mortgage Loan Twat 2006-4 was the issuing entity for the

Apdt 2006 Offering. Per its filings with the SEC, Rurborview Mortgage Loan Trust 2006-4 has

listed 600 Steamboat Road, Greenwich, Connectit 06830 as its piincpal office location.

Defemdant Harborview Mortgage Loan Trust 20064 is a common law tnist formed under the

kws of the State of New YO&

9. Defendant Harborview Mortgsr Loon Trust 2006-3 was the issuing entity for the

Jane 2006 Offering Per its filings ivith the SEC. Harborview Mortgage Loan Trust 2006-5 hais

listed 600 Steamboat Road, (3reeuwkb, Connecticut 06830 as its principal office iocation.

Defdant Herborvinw Mortgage Loan Trust 20064 is a common law trust formed under the

laws of the State olNow Yodc.

10. Defendant mmbmvicw Mortgage Loan Thst 2006-9 was the issuing entity for the

October 2006 Offeneg, Per its filings with the SEC, Hrhorcitew Mortgagc Loan Trot 2006-9

has listed 600 Steamboat Road, Greenwich, Connecticut 06830 as its principal ofce location.

Dcfndant Hnrborvlew Mortgage Loan Trust 20069 is a.conunon Law trust formed under the

laws of the State of New York.

11, Defendant The Royal Bank of Scotland Oroup. plc (1BS Group') is located at

00 Steamboat Road, Greenwich, Coimecticet 06830 RBS Group is a multi.natjonal

6

corporMiun that delivers 1*nldng and financial services throughont the world. RBS Group Is the

parent and sole ownr of Greenwich Capital Moldingi, Inc. RBS Group maintains an office in

New Yoik County lucate4 at 101 Park Avenue, New York, New Yv& 1017.

12. Defdant GreCAWCh Capital Holdings, Inc. C'GCH") is a wholly owned

subsidiary of the RBS Group and is located at 600 Steamboat Kond, Greenwich Connecticut

06830 Defendant OCR is the parent and sole owner of GCA, OCP and QCM

13 Defendant Greenwieb. Capita! Acceptance Inc. ('=A") is located at 600

Steamboat fload Greenwich, Connecticut 06830. Defendant OCA its the wholly owned

subsidiary of (ICH. Defndant WA RhA Regiatratioo Statement and Prospectuses with the SEC

in con00000n with the Orings. Defendant (ICA served as the Depositor in connection with

each of the Offerings. The mie of the Dcpoutor was to purchase the mortgage loans frant the

sdkr and then assign the mortgage Josn and all of its ri&tts and intert under the mortgage

loan purchase agreement to the ttustce for the benefit of the aondholdem. GCA I as Depositor,

was also responsible for preparing and filing any rapoits required imder the Sciwit1es Exchange

Act of 1934.

14. Defendant (Ireench Capif*l Financial Products, Inc. ("(ICR") is located at 600

Steamboat Road, Greenwich, Connecticut 0683O Defendant GCFP is the wholly owned

subsidiary of GC. Defendant OC1P served as the Sponsor and Seller in each of the Offerings.

The sponsor Is It purchaser of seSsoned, prograsn awip60n, and nonperforming residential

ogag These loans ware purchased from Cctztiywidc on a bulk or flow basis by

compctitive bid or through a pm-negotiated agreement It was thlsaly *ta*ed in the Frospectuses

that "AU loans acquired by the sponsor were subject to due dilgencc prior to purchesc

Pcrtfolis were reviewed for issues including, but not limited to, credit, iincnxnentation,

7

litigution default and servicing related conceins as well as a thorough compliance review with

loan level testing' See anne 2006 Offedug Prospectus at P. 61. Defendant (ICP1 is r*tered

with the New Yock Slate DepaTrment of State s Division of Corporations to do bismeas in New

15. Defeidant Greenwich Capita Markets, Inc. d/bla 9(28 Greenwich Capital"

C'C7CNrj is an mveatment banking firm prindpOy located at 600 Steamboat Road, 0renwicb

Connecticut 06830. Defendant 0CM in the wholly owned subsidiary of OCH. Defendant

0CM served as the wdcrwrlter ft each of the Ofiednp. Dthndant 0CM was intimately

involved in the HitborView Offerings Defbmdant 0CM failed to perform the rcquisiw level of

due diligence not merely once, but on all times in connection with all fivc of the HarborView

Offerings complained of herelu. The Prospectuses disseminated in connection with each of the

Offerings contained the sans. material misstatements and omissions of M014al fact relaDug to

the Underwijting Prtices" employed in originating the underlying mortgage loans. 0CM is

one of the leading underwriters in moitgsge-backed securities in the Un;cd States. Since 1987,

GM has helped mortgage lenders ism more than $400 billion in asset-backed accies.

0CM, as an essential part of its izzvemmem banking bu*tness, has substantial contacts within this

County and regularly and continually Vansects business in New York - specifically New York

Ceuty (i.e., Wall Street and the financial markets) including through tho Ocring.

16. Defendant Robert 3. Mcthnrus ("McGinnis") was at all relevant times, GC4V5

President and I)ircctor. Defendant MeGinida signed the Registration Statement for the

Offerings.

8

17, Defendant Robert I. McGbns ,('McOhmls") was, ai all relevant times,

()CAs President and Director. Def*iaat McGinnis signcd the RZOOBUOD Statement for the

IS. Defendant Carol P. MatIns (Mathis) ws,at all ielevarnthnea. OCA's Chief

Fnancia1 officer and Managing D3TCtOr. Defendant MatIns signed the Rcgistnton Statement

for the Oftinp,

19 Defeeduit Joseph N. Walsh III ('W91211) vas, at all rthvant times, OCA's

Managing Thrector and Director. Defendant Walsh g1d the ftag1stztiou Statement for the

20. Defendant 3bn C. Anderson (1'Andarson") was, at all rdevant times, GCA's

Managing Director and Director. Defendst Anderson signed the RcaJstration Statement for

the Offerings.

21, Defendant James C. Esposito ("BOPosito?l was, at all relevant times, OCA's

Managing Director, Director, General Counsel and Secretary. Defendant Esposito signed the

Pcgisttation Statement for the Offadega

22 Defendants McGlneis, M*bia Walsh, And*o and 'Esposito are collectively

referred to herein as the "Individusi DefeedImta.1' The Individual Wend", becse of their

positions with GCA, poasessed the power and authority to control the contents of OCA's

submissions to the SEC and the marker, mul paztielpatnd'm the drathmg and editing of the

Praspecttncs. The Individual J)efendantsaU' 00 ductedbuslnegs and Sad business residences at

60 Steamboat l?oad, Greenwich, Connecticut 0630.

23. The Inddua1 Defendants, as officers and/or directors each had a duty to

promptly disseminate acclnte and truthful h0madon with rpecs to OCA and HrborView,

9

-

-

and to correct oily previously issued statements issued by, or on behalf of the GCA and

HarborViow that bed become insterisily misleading. The Ind1idua1 Defendant

inisreprescnlatkma and omissions in the Praipectuses violated these specific requirements and

obligations. The Individual Defndanta were signatories to the Registration Statement filed with

the SEC and ineotporated by reference in the Prospoctusca.

24. Dcfdam litth Ratings itch") is a credit rating agency with its principal

otices located at One State Street Plaza, Nw York, New York 10004. Fitch perfbrma financial

research and analysis for commercial and gov=mentol entities and holes 10 percent sbrc of

the world's credit ratings mark*t. Ass condItion to the Issuance of the kiorborVicw Bonds, Fitch

purportedly analyzed the ApnI 2006 Offøring to address the likelihood of the receipt of all

disuibutious on the Boodt and assigned appropriate credit ratings for ascii tranche of that

OfIcthg, Winch WUS inteçal in establishing peicing, interest rates and a market for the

Mathorview Bonds.

25. Dthnd*rit Moodys Investors Services (Moody'a") Is a mWit rating agency with

its principal offices located at? World Trade Center at 250 Grccncb Street, New York, New

York 10007. Moody's pezfomis finncisl research and analysis for commercial and

governmental entities and holds a 40 percent share of the world's credk ratings market. As a

condition to the issuance of the HarborView Bonds, Moody'a purportedly analyzed each

Offering to address the likelihood of the receipt of all dlsUiin*ions on the Bonds and assigned

appropriate credit ratings for 05011 tranche of the Offerings, which was integral in establishing

pncmg, interest rates and a market for the Hatborview Bonds.

26. Defcndnt The McGraw-Hill Companies, lc. uibnuina a business division d/b/a

"Standard & Poors I P.aiixtgs Services" rs&v" thall refer to The McGraw-Hill Companies and

10

its business division Standard & Peon' Ratings Services), Defdant S&P is a credit rating

agency with its he dqusrtcrs located at 55 Water Sag, Now York, New York 10041. UP's

perfonus financial research and analysis for commcW and govainmental entitica and holds a

40 percent share of the world's credit ratings znaiicct. As a condition to the issuance of tht

HarborVew Bonds, S&P Pwpo7tedy anabzed each O'edng to address the likelihood of the

receipt of all distributious on the Bonds and assigoed appropriate credit ratn$s for each irancha

of the Oflhnnga which was integral in establishing pricing, interest rates and a market for the

Harborview Bonds.

21. The Defendants are all liable, joinUy, d sóva1ly, as pezlicçants in the issuance

of the BaborVinw Bonds, including issuing cauein& er, making materially mileding

statcmits in the Proapectuses and omitting material cts uecess*ry to make the statements

contained therein not n3ialcading.

q4ss AGM.ALIEqIONS

28. Plaintiff brings this action as a class actiofl pursuant to Article 9 of the Now York

Civil Practice Law and Rules ('CPIR') on behalf of a class consisthig of all persons who

purchased or acquired HarberView Bonds (the "Clii?) pursuant and/or traceable to the

Registration Statement and Prospeotuecs lssd In connection with the Offerings from the

effective dates through the date of the filing of this acdoo. Bicluded.from the Class are

Defendants, their officers arid directors at all relevant timea nnbers of their immediate

families and their legai rapresentativee, hairs, successors or assigns and any entity in which

Dcihndants have or had a contolling interest.

29. The members of the Class are so aumaroue that joinder of afl meinhers is

iniprncticble. While the exact number of Class members Is presently unknown to Plaintiff at

U.

Ws time and can only be ascertained through *puuprlate discovery. Plaintiff resannably

bvlicvvs that there am thousands of members in the proposed Class. XWord owners and other

members of the Class may be idaitifil from records maintained by Defexdans and/or the

Trustee for the Bonds and may be notified of the pendeney of this action by mail, or the internet

or publication using the form of notice similar to that cis*omerily used in securities class actions.

30. PWntifrs 018IMS eretypical of theclams of the members of the Class as all

members of the Class are sitnilaify affected by Defendant wrongfil conduct in violation of

statutory law complained of herain.

31. Plaintiff will Thh'Iy and adequately protect the Interests of the mcmbers of the

Class and has retained Sdtoenold Spurs, Laitman & Lometti P.C, counsel competent end

eipenced iift class and scowines litigation.

32. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class era;

IL whadwtbc provisions of the Securities Act of 1933 was violated by the

Defendants as alleged herein;

b. whether the R.egistratiou Statement and Pmspectuscs contained materially

untrue statoments or omitted statements oftastetial ftct; and

Q to what extent the members of the C1aa have austaizW damages pursuant

to the statutory measure of damages.

31 A class action is superior to all other available mcthods fat the fair and cfllcenZ

adjudicadon of this confroversy since joinder of all members is impracticable. Furthermore, as

the dajnaes suffered by individual Class members may be relatively smell, the epensa and

*

12

burden of individual lita*ion make it impossible for members of the Clus to individuafly

redress the wrongs done to theni. There will be no difficulty in the ucegement Of this action as

* class uct&on

34 Cuirently, the United States is nanared in a financol crisis arising from

undisclosed aul'.piimc lending practices and the issuance by financial finns of trillions of dollars

of scciuiti as purportedly backed or collateralized with such undisclosed defective loans. The

Plaintiff and Class have bean victims of the misstatements and amluions which have given rise

to the current cnsj& RBS and its related entities had enormoos. financial incentive to

consumujate as many offerings of the Bonds as qily as possible since they were paid, upon

completion of each Offering, a percentage of the añowit 90red to mveators Since the risk of

the loan collateral failing was not assumed by R8S, they aio had enormous inccntive not to

conduct full complete and meaningful due diligence of the loan collateraL Further 1 the Rtmga

Agencies were paid by the RBS or the luuer and thus were conflicted and incentivized not to

apply the appropriate roetbodoloi in rating the Bonds and Bond collateral thcby issuing

inflated Bond ratings..

3$. The stuictore of each of the OfFerings was largâly idlicl. On or about March

3 1 , 20K Defendant GCA tiled Restmtion Statement in with the SEC in connection with April

2006 Offering, the Ime 2006 Offrhg and the 9ctober 2006 Otiering This Registration

Statement was incorporated by reference In the Prospectuses issued in connection with each of

the H&borView Offerings.

36. In connection with each of the HarborViw Offerings, Dthndasgs prepared and

disseminated Prospmom th*t contained, needy verbatim, material misstatements of fact and

13

-.

omitted fgcts necsary to make the facts stated therein not inisIding that were reasonably

reified upon by f'laintifY and the Class to their Own detriment.

Tb. Prc IaltCo.nWiJ.ous QMWXlth All Stite spi A E2dLrjgLLm

37. Each Proapecns stated that the undalybIS mortgages pwcbased and aectxritied

by Defendants were ongmated by Countrywdc and complied with aU state and federal Laws and

Count'ywufr L'Werwitfr*g GuâI1ner

General. All of the mortgage loans orinated or acquired by Countrywide have been originated or acquired by Countrywide in accordance with its credit, appraisal and underwriting standards. Counbyndde's wtderwrWng standards are uppHed in 4WCONailce with ippileahleftderal and stare kw and rwguladon&

See April 2006 Oring Prospectus at $-1 aee alèo. June 2006 Ofcring Prospectus at S-65; October 2006 offering Prospectus at 9..63. (Emphasla added).

38. The statements contained the preceding paragraph contained untrue statements of

material fact. As set forth below, a materiel portion of the underlying coflaterel for the

HarborView Bonds originated by Countrywide was not, 'n accordance with its aredit, appraisal

and underwriting stendards,' but rather approved based on lax underwriting standards, as

evidenced by higher than anticipated rates of delinquencies and foreclosures. Moreover,

Countrywide's loan origination division has come under intense federal and state Investigation

for alleged predatory lending practices in, vicIlstion of applicable state and federal laws and

regulations.

The Pruspeetucea State Coimtrywlde'. Mortgage Loans Were Underwiian Pruin*fo EIt*bak9!uec4Wsnd Standards

39. The Prospectuses stated that the wdcr1tng mortgage loans were ortginatcd by

Countiywide and porsuant to Counuywidc's eatablisbed underwriting guide1ines

14

TM Originator The mortgage lom which wire sold to the .11vr were originated by Countxywid Rome Loans, Ing. The infonna*on sat forth in this section contains a brief description of the underwriting guidelines used for mortgage 1ons originated by Countrywide.

Counhyw*Ie Home Loans, Inc. Countrywide, a New York corporalion, is a direct wholly owned subsidiary of Countrywide FinancaI Corporation fbrmerly known as Countrywide Credit lndusics, Inc.), a Deawve cperalion. Ccuntiide is engaged pritnarity In the mortgage banking business, snd as such, originate, purehasea, sells and services (either directly or through subsidiaries) mortgage loans. Countrywide Originates mortgage loans through a retail breech system and through mortgage loan brokers and correspondents nationwide. Loans ginntsd pwchosed, sold or sen'ced by Countrywide are pnncipilly illi, fixed or adjustable ate mortgage loans secured by single-family residcnces.

See April 2006 Offering Prospectus at 5.79; sea also, June 2006 Offering Prospectus at S'6 October 2006 Offering Prospectus at S-68:

40. -MP stateinente con4Ine4 the preceding paragraph contained untrue statements of

mateslal fact. As set forth bdow, a matethl portion of the urideilying collateral for the

NszborVicw Bonds originated by Couetrywide was nor originated in cornplinnce with

Countrywide's stated underwriting standards, but rather approve4 based on lea uiidcrwritmg

standar4s, 'whereby Countrywide systematiagly Issued loans to uncreditworthy borrowers who

fai!cd to meet the criteria and minimum requirements for Countrywide's various loan programs,

as evidenced by higher than anticipated rates of delinqmx4as and foreclosures and as fUrther set

forth herein at paraapbs 65-77 hfra,

The Proupectusea State That Cauntsyw1da Issued Loans Aft An_M.uaantof Am= Qàfltwos1kjieaa

41, The Proepectuses make clear even thoui Countrywide had various different

typer of underwriting programs - e.g., "Full Documentation," "Alternative Docurnentathn,"

"lt.educcd Documentation," "No Income/No Must Documentation" and "Stated IncomefStzted

Is

Asset Do tation" all mortgngc underwriting was done pLitsuant to establihcdircoodurcs

desigued to assure borrower creditwodhlnóss and the Ukelihood of repayment

C*wWy*WO Horn. Loa& undenith,E i ti,üt are applied by or on b.ial/ Of Countrjwid. Home Loans to evehwts the pro*ctve bowowrr's credit crandbxg and repoyrnens ability and the value and adequacy of the mortgaged property as collateral. Under thou standards, it prospective borrower must generafly demonitate that the ratio of the bonower's monthly housing expenses (including principal and interest on the proposed mortgage loan und, as applicable, the related monthly poilxm of property taxes, hazard insurance and mortgage insurance) to the borrower's monthly gross income and the ratio of total monthly debt to the monthly ross income (the "dtht-to lncome ratios) are within acceptable limits.

See April 2006 Offerutg Prospectus at 942; sea also, June 2006 Oering ProspeoW at S-66 October 20M Offering Prospeobis at S..64. (Emphasis added).

42. The statements contained the preceding paragraph contained material

misstatements of fact and omitted facts nessary to make the acts staled therein not misleading

since Countrywide, in faøt, disregarded its Underwriting Ouidellncs and systematically issued

loans to unorcditworthy borrowers who failed to meet the criteria and mWmum requirements for

Countrywid&s various aforementioned loan programs as evidenced by higher than anticipated

rates ufdelinquencies and foreclosures and as further set forth hcrein at paragraphs 65..77 infra.

43. The Prospectuses clearly stated that whan evaluating a potential borrower's

creditworthiness Countrywide would generally require a description of income ,

As part of its evaluation of pot bàEowers, Countrywide Home Loans SwaWly requires a description of income....required by its underwriting guidelines, Countrywide Home Loom obtains employment verification providing CmenI and historical income infounatloti and/or a telephonic employment confirmation. Suob employment ver1catlon may be obtained, either through analysis of the prospective borrower's recent pay stub and/or W-2 forms for tli most recent two years, rele vant portions of the most recent two years' t5Xyeturzs, or from the prospective botrower's employer, wherein the enzph,ycr reports the length of cinploynicnt and current salary with that organization. Self-ernployed prospective borrowers generally are required to submit relevant portions of their Word tax retm'ns for the past two

15

See April 2006 Otfedng Prospectus at S41 see áo, June 2006 Offesing Prospectus at S-65 October 2006 Offering Prospectus at S-63.

44. The statcnienta contained the preceding paragraph contsincd material

natatements of fact and oniittod facts necessary to make the facts stated therein not misleading

since Countrywide, In fact, disregarded its Underwriting QW&Hnes and systematically ssued

loans to uncreditworthy borrowers who failed to meet the criteria and minimum requirements for

Cowitiywidc's various aforementioned loan programs as evideoced by Mgher than snticpated

rates of delinquencies and foreclosures and as farther Set forth herein at paragraphs 65-77, infra.

4, The Prospectuses clearly stated that Countrywide's underwriters ounsider a

potentiul borrcw&e credit history.

For all mortgage loans origin ted or acquired by Countrywide Home Loans, Countrywide Home Lom obtan a credit rqxnt relating to the applicant from a credit reporting company. The credit .rort tically contains information relating to such mutters as credit biatory with boat and national merchants and lemler installment debt payments and any record of defaults, bankruptcy, dispossession, suits or judgments. All adverse information in the credit report is required to be explained by the prospective borrower to the satisfaction of the lending officer.

See April 2006 Offering Prospectus at S-82: see also, June 2006 Offering Prospectus at 5-66; October 2006 Oflcring Prospectus 0364.

46. The statements contained the preceding Paragraph contained matcnsl

misstatements of fact and omitted facts necessary to make the facts staled therein not misleading

since Couyde in fact, disregarded its Underwriting Guidelines and systematically issued

loans to uncreditworthy borrowers who failed to moo the criteria and minimum requirements for

Countrywide's various aforementioned loan proants as m4denced by lugher than anticipated

rates of delinquencies and foreclosures and u irther set forth herein at paragraphs 65-17. ffifre.

47, The Proapectuses clearly stated that Coun±rywides underwriters consider a

potential borrower's FICO Credit Score:

17

In assessing a prospective borrower's creditworthiness Countrywide Home Loans may use F!CO Credit Scores. "FJCO Credit &orea" are statistical credit scores designed to assess a borrower's creditworthiness and likelihood to 'default on a consumer obligation over a two-year period based on it borrower's credit history,

Under Countrywide Home Loans' Underwriting guldelinea borrowers possessing higher P1CO Credit Scores,, which indicate a more favorb1e credit history and who give Countrywide Borne Loans the right to obtain the lax returns they 1Usd for the preccdrng two ycara, may bc:eflgible for Countrywide Borne Loans' pmceasingprogram (the PrdProcesaingP#grm").

See April 2006 Offering Ptospectus at $41, see aLro, June 2006. Offering ?rospectos at 5-65; October 200 Offering Prospectus at 5-63.

48. The statements contained the preceding paragraph contained material

mternenta of fact and omitted fc1s necessary to make the facts stated therein not misleading

since Countrywide, in thet, disregarded its UndeTriting Guidelines and systematically issued

loans to uncreditwoithy borrowers who failed to meet the criteria and minimum requirements for

Countrywide's various aforementioned.-loan programs as evdanced by higher than anticipated

rates of delimuencies and foreclosures and as Awdw set forth herein at paragraphs 65-77,, 1nfit,

49, The Prospectusca clesrly stated that Couulrywid&s nderwritera consider a

Potential boirow&s debt-to-income ratio, datthnlned on a loan-by-loan basis, and are only able

to make excqdoiis when "compensating factors are dcflronsiuted by* prospective borrower"

The maxirnuni acceptable debtto-incpm iailo, which is determined on a loan-by-loan basis varies depcnding 00 C MOXbCr of underwriting criteria, including the Loan-to-Value Ratio, loan purpose, loan amount and credit history of the borrower. In addition to meeting the debt to-Income ratio guidelines, each prospective borrower is required to have ufficent cash resources to pay the down payment and closing costs. Erceptiens to Countrywide Home Loans' owdowwWxg suAdelints mrp he made If compeuathigfacears am'a dmonsfrated by ap"ospectfrr borrower.

See November 2005 Offering Prospectus at.S.dQ see tho, january 2006 Offering Prospectus at S-6; April 2006 Offering Prospectus at 5-82; June 2005 Oftcthig Prospectus at S-66; October 2006 Offering Prospectus at S.64. (Emphasis added).

is

5Q. Tha statements contained the psecedlig para&ak çont&id mater&

mastalementa of fact rind omitted facts ucoessory to make the facts stated therein not misleading

since Countryw1dc in fuct, diega7dtd its indwrting Guidelines aM syaternaticafly i3sc4

loans to uncredawcaft borrowers who failed to mact the criteria-and minimum requ rerncnts for

Countrywid&s various afor mentioned loan programs as vvldanced by blgber then antinpted

rates of tiolinquendes and kradoaras and as furthnt act forth herein at paragraphs 65-77k infra.

The Prospeeruses State That Moitpgsi Issued By Third-Party Broken Are Reviewed md deuUy And By Countrywide

yuii.rimaa SJandøi* E=Jftae 51. The prospacmw stated that mortgages Issued through loan correspondent or

mortgage brokers that purportedly applied Countryu'ide'a WAorwriting standards are reviewed

by an wtPendan company to determine wbother the mortgage loan complies with

CountrywldVE widcrwriting gUtddInOL Mortgages issued through loan correspondent or

mortgage brokers baSed On Countrywide a standards may he purchased by Countrywide.

Moreover1 the Proapctuscs sEats that in these circuntstanecs Countrywide conducts a quality

conol review of a sample of the mortgage loans

?erIodicidy the deto iaed OY CouMbnv1da Rome Leans to complete the srnderwrlthig anoomb mn be abadned' by a 41rd perfly .paS*idw'Iy for mo.gage leans originated thiosigh a loan'Conspo,idant or mortgage broker In those instancea the laWul deftmdhadft as to w!Iether a mortgage ioa compiles nth Counsrywid, Thmis Leans' irnwddeg guldeUnes may be made by as indepesdent company hired to pefe'*und.rsg ser.4cea' on b,ho4f of Counywide Rome Leans, the toa,s eernspendsnt or mortgage broker, In AfttlOns Countrywide Home Io*ns may acquire mOrtgage 100 from approved cespomlent Iendcrs under a program pursuant to which Coitntrywide Honu Loans delegates to the correspondent the ohlig*tion to underwrite the mortgage loans to Countrywide Borne Loans' Standards. Under these circumstauc, the undwrItIng of a mortgage loan may not have been reviewed by Counttywi4e Home Loans before Uquisition of the mortgage bàn and the =espondont represents that COUnt1JWiI3e Borne Loans' underwriting standards have been ma, After purchasing mortgage lewis sinde, thaw cfrcumstqj Cowrtry)i41e Home Loans conducg a q'w conmg rei.w of a rumple of the mortgage

19

hian& The number of loans reviewed hi the qualE(y cont4'ulprDcees varies bared on a variety of frctorsj Iiwludliug Coann4ie Dome Loans' pOsp e.peience with the correspondent kader and the results of the quality control tolew process kself.

See April 2006 Oflhring Prospectus at 8.81; see also, Sum 2006 Offering Prospectus at S-65; October 2006 Offering Prospectus at 3-63, (Emphasis added).

2. The statcments contained the preceding paragsph contained material

niisstaternents effect and omitted facts neceasary to make the facts stated therein not misleading

since ComUywide in ftct diategardc4 its Undeiwnting O4delines and systematically issued

loans and spproved loans issued to unrcdltworthy borrowers who failed to meet the cHtcho sod

minimum requirements for Countrd&s jirious aforementioned loan programs as evidenced

by higher than anticipated rates of delinquencies andfoceclosures and as further set forth herein

at paragraphs 65.-77, Infra.

The Prospectuses Stan That Coua*iywldc Offered Vorions Loon Programs The hmosmt of Doeumantatlo&Pxrivldsd eoerer

53. The Prospectuses stated that Countrywide's underwriting guidelines offered a

range of mortgage Joan programs with varying degrees of required documentation from the

borrower. Under Countrywide's Pull Documentation Program, the prospective borrower submits

a complete application which includes documentation regarding the applicant's erects, 1litiva,

income, credit history, employment histoiy and other personal information.

The nature of the informaoa that a borrower is rcqiAired to disclose and whether the information is verified depends, in pelt, on the documentation program used in the origination process. In general under the Pull Documentation Loan Program (the "Full Documentation Program', each prospective borrower Is required to complete an application which includes Information with respect to the applicant's assets, liabilities, incouie credit hitory, employment history and other personal information. Self employed individuals are generally required to submit Ow two most recent federal income tax returns. Under the Full Docomentatio Program, the underwriter verifies the Inibrinatian contained in the application relating to employment, income, assets and mortgages.

20

Sra Aprfl 2005 OfIeiing Prospectus at S42; In also, June 2006 Ot1ng Proepcctua at S-66; October 2006 Offering Prospectus at S-64.

54. The statements contaIncd thc preceding paragrapii contained material

VUSSWOMCM of thct and omitted facts necessary to make the faCts stated therein not misleading

since Counywide, in fact. diaregarded Its Underwriting Guidelines and xya=atj cay issued

kmn to wcreditwcthy boerora who failed ts meat the criteria nd mbaintum roquirànents for

Countrjwi4es various afi*cnstioed loan programs as evidenced by higher than anticipated

rates of delinquencies end foreclosures end as twthcr act forth herein at paragraphs 65-77k i xfm

55. In additioN a ptenttal borrower may be eligible for a løan that limits or

eliminates sonic of the standard disclosure oiverIficatic*i eirerncnts

A prospecth'e borrower may be eligible for a low approval process that limits or einiinatcs Cotmtrdc flonic Loans atadard discosurc or vcriTjcatloc requirements or both. Countrywide Utno. Loans ofTer3 the following documentation programs as eltcriiaflves to Its Fall Pocumectation l'rogram an AItcrnativ Documentation Loan Progmm (lb. 1 4Ilgrnaffi Documentation Fogram), a Reduced Donentatlon. Lo '(the "Reduced Documentat(on Progrwr), a CLUES Plus Documcsttation Loan 'roem (the "CLUES Plus Documentation Program"). is No 1n6oin1No Asset Doonroentalion Loin Program (the "Na Inconss(No Amer )ocuplwn:aftoa Progmmj, a Stated lncomelstatcd Asset Doauzoantation Loan Program (tbe "Slated hma/Stale44raer DocumtaUon NqraWj and a Streamlined Documvntatfon Loan Program (the W#eamlincd Docwnentagion Frog?am,

5cc April 2006 Offerteg Prospccths at $2 see aLto. June 2006 Offering Prospectus at S-66 October 2006 Qffcring Prospectus at 6-64.

$6, The statements contained the' preceding paragraph coiit*incd material

misstatemen$ of fact and omitted facts necessary to make the facts stated therein not misleading

since Countiywidc, in fact, disregarded its Underiitlug Quidelinre and systematically issued

loans to'uncrnditworthy borrowers who failed to meat the eriteria and minimum requsrentecta for

Countridc's various a entioned loan programs as Fvidceced by higher than anticipated

r*tes of delinquencies and foreclosures and as thar set forth herein at paragraphs 65-'77, irifra

21

57 IA idl CVOift Wb9hff ft.PWRWGd" borrower chooses to apply for a Pull

I)ocumcntatlon loan or OIIC Of Counnjwlde's other loan programs. the Prosectuaca stare that

Counbwid&s underwriting guidelines were accordingly structured to consider all relevant

thetora necessary to assess prospcctivc bozmwes' creditworthines and ability , to repay the loan,

Countrywid&s Standard Underwrhlng OuidcRnee in pertinent part, are as follows

Standard Underwrifng Gldddllne3 Couutrywidc Home Loans' Sterd Underwriting Guidelines for mortgage loans with non-conforming oriin& pnnctp& balances gânerally allow Loen-toValue Ratios at origination of up to 95% for purchase money or rate md tern refinance mortgage lcers withoriginal principal balances of up to $400,00O up to 90% for mortgage loans with original principal balances of up to $650,000, up to 75% for mortgage loam with original principal balances Of up to $1,000,000, up to 65% for mortgage loans with or1ins1 jñxipa] balances of upto $1 500,0O0, and up to 60% for mortgage bane With original principal balances of up tc$2,000,000

* * Under its Standard Underwriting Guidclince Coualywlde Home Low generally permita a dcbtto-inccme ratio based on the brrower's monthly housing epensca of up to 33% and a debt-to-Income ratio based on the barrower"a total monthly debt of up to 38%.

In connection with the STItIdAd Underwriting Quidelines, Couflnvide Home Loans originates or acquires mortgage loans under the Full Documentation Program, the Altonstivc Documentatiàn Program, the Reduced Docwnontatlo Program, the CLUES Plus l)ormentation PMOMm or the Streamlined Documentation Program.

The Alternative Documentation Program pennits a borrower to provide W-2 forms instead of tax returns coering the most recent two years, permits bank StatementS in lieu of verification ofdeposita and permits nitemntive netho4e of employment verification-

tinder the Reduced Docrunentaticu ?rogrz, some undcrwrinrig documentation concerning tacoma, employment and asset verification is waived. Counzqwlde Home Loans obtains from a pmspeótive borrower citbcr a verl&ation of deposit or bank statements for the twomcnth period immediately before the date of thc mortgage bat application or verbal verification of employment, Since information relating to a prospective borrowórs income and employment Is not venflerJ, the borrower's d to4ucomc ratios arc calculated based on the brtbrrnation provrded by the borrower in the mortgage loan application. 'The maximum Loan-to-Value Ratio ranges up to 95%.

The CLUES Plus Doc nocotation Program permits the vaifimtan of employment by alternative means, if neecasmy, Including verbal verifiatum of employment or reviewing paycheck sniba covering the pay period immediately prior to the date of the mortgage loan application 7o verify the borrower's asaw and the sufficiency of the borrowers funds for dosing, Countrywide Borne Loom obtains deposit or bark account statements from each prospective borrower for the month immediately prior to the date of the mortgage loan application. Under the CLUES Plus Documentation Program, the maximwn Loan-to-Value Ratio is 75% and property values may be based on appraisals comprising only interior and exterior inspections. Cash-cut refinaness and investor properties are not permitted under the CLUES Plus Documentation Program.

The Streamlined Documentation Program Is available for bonowers who are refinancing an edsting mortgage loan that was originated or acq*urcd by Countrywide Rome loans provided that, among other things, the mortgage loan has not been more than 30 days dclinqjent in payment during the previous twelve-month pernod Under the Streamlined Documentation Program, appraisals are obtained only if the loan amount of the loan being renanced bad a Loan-to-Value Ratio at the time of origination in excess of 80% or if the loan amount of the new loan being originated is greater than $650000. In ad4thori under the Streamlined Documentation Program, a credit report is obtained but only a limited credit review is conducted, no income or asset verification is required, and telephonic verification of cmploymon is permitted The maximum Loon-to-Value Ratio under the Streamlined Documentation Program ranges up to 05%

See Apri) 2006 Offering Prospectus at 3-83-84.'$89 also, June 2006 Offering Prospectus at S..67-68; October 2006 Offering Prospectus at 545-66.

58. The statements contained the preceding paragraph contained material

misstatements of fact and omitted facts necessary to make the facts stated therein not misleading

since Countrywide, in fact, disregarded its Underwriting Guidelines and systernaticafly issued

loans to uncreditworthy borrowers who failed to meet the critcna and Intromum requirements for

Coumrywidc's various aforementioned loan pro$rnu as evidenced by higher then anticipated

rates of delinquencies and foreclosures and as further set forth herein at paragraphs 65-77 infr

59. In addition, Countrywide aiso underwrote mortgage loans pursuant to its

-Expanded Undcnvntiog Guidelines," which in some instances permitted higher Loan-to-Value

Rations, higher loan amounts, higher debt-to-income ratios or different doeumentution

23

requirements than Coiinywidc's Standard UdcrwTJting GwdeUnce, in parbctdnr-,

Countiywid&s No Income/No Asset Documcetattou Program and the Stated Income/Stated

Asset tation Program were oniy available pursuant to the Expanded Underwriting

(uidclincs. Countrywide's Expanded Underwriting Guidelines, in pertinent palt are as fcflows

&pmded Undcrting Gi4idluws Mortgage loans which arc wi&writ*cn purmiant to the Expanded Underwriting chddthnea may have higher Loan-to-Value Ratios, higher loan uuzUs and diffretd doumeritation requirements then those associated with the Standard Undcrwriling Guidelines. Thc Expanded Underwriting Guidelines also permit higher debt-to income ratios than mortgage loans underwrinen pursuant to th Standard Underwriting Guidelines.

Countiywide Home Loans' Expanded Underwriting Guidelines for mortgage loans with non-conforming original principal balances generally allow Loan-to-Value Ratios at origination of up to 950/9 for purchase M- oney or rate and term rflrrance mortgage loins with original pnnclpel balances of up to $400,000, up to 90% Rw mortgage loans with original principal balances of up to $50,000, up to 80% for mortgage loam with original principal balances of up to $1,000O0o, up to 75% for mortgage leans with original principal balances of up to $1,00,000 and up to 700A for mortgage loans with ona3: prmcipal balances uf up to

3000,00O. Under certain circumstances, bowcvet Countrywide Home Loans Expanded Underwriting Guiddines allow for Loan-to-Value R.atios of up to 100% for purchase money mortgage loans with original principal balances of up to $375,000.

Undei its Expended Underwriting Orndelinea, Countywide Home Loans gcuerally permits a debt-to-income ratio hued on the boimwcr's monthly housing expenses of up to 36% and a debt-to-incOme ratio based on th borrower's total monthly debt of up to 40%; provided, however, that if the Loan-to-Value Ratio exceeds 80% the maximum permitted debt-to-income ratios am 33% and 38 0,4, respectively.

In connection with the Expanded UD&Wiitürg Guidelines, Countrywide Home Loans originates or acquires mortgage loans under the Pull Documentation Program, the Alternative Documentation Program, the Reduced Documentation Loan Program, the No lnconro'No Asset Documentation Program and the Stated Income/Stated Asset Documentation Program. Neither the No Incotoc/No Asset Documentation Program nor the Stated Income/Stated Asset Documentation Program is available under the Standard tJflderwtitinl Guidelines.

24

The ano documentation and vedftL M" to mortgage loans documented under the Altcnath 1 entati, Proun regards" of whether the ben has been underwritten under the Expended Uiderwritmg Guidelines or the Standard Underwriting Quld.th,e,. Eowev under the Alternative Docununitation Ptogram, mortgage loans that have been underwritten pursuant to the Expanded Underwnnng Guidelines may have higher loan balances and Loon-*Vuluc Ratios than thoic pitted under the Standard Tiodciwrithg Guidelines.

Similarly, the aene documentation and verifiCation requiraments apply to moztgagc Was documented under the 'Raduced Documentation ProSram regardless of whether time loan baa been un4errfttefl under the Expanded Underwriting Guidelines or the Standard Underwnbng Guldciines, *lowevcr, undør the Reduced Documentation Program, hiew loan balances end Loan-to-Value Ratios are pennittcd fur mortgage IOts undetwritten pursuant to the Expanded Underwriting Oidelincs than these permitted under the Strd Underwiithig Guidelines. The mavmuni LoantoVu1ue Ratio, including secondary finanthng, ranges up to 90%Thc borrcwer is not required to disclose any income Infonnetion for some mortgage loans omiginated under the Reduced Documentation Program, and accordingly d bt-to-incorffe ratios are not calculated or included in the underwriting øniIysi. The maximum Loan-to-Value Ratio, including secnndaly flnancin& for those mortgage loans ranges up to 85%.

Under the No J*ca,aaqmo Asset Dmwomadm Program, no doownentatior, relating to a prospective borrower's innome, employment or assets is required $al therefore debt-to-income relies urn not Calculated or included in the underwriting analysis1, or if the docmnentstion or calculations are included in it mortgage loan file, they are not taken into account for purposes of the underwriting analysis. This progrem Is tImierd to bonnn'erx i*h ex.c.lIeist ctt histaMe& Under the No Income/No Asset DovAmentation. Prngr*m, the maximum Loan-to-Value Ratio, including seocodary financing, ranges up to 95%. Mortgage loans originated under the No Income/No Asact Docmnedufion Program are generally eligible for sale to Fannie Mac or Freddie Mac.

Under the Statd Iiwomg'Yd Aeret Documeittatisn Pn'grwn, the wrortgage Inaj applIcation Is reWewed to dggersilne that the stated hreonie Is reaaiwbic fop she horrewers eaplvymeas and thet thc *tand asseb are conslalti*t with the borrower 'a Income. The Stated Ineomei'Statcd Mset Documentation Program permits maximum Loan-to-Value Ratios up to 90%. Mortgage loans orig*natud under the Stated income/Stated Asset Docwnentat on Program arc generally eligible for sale to Fannic Mae or Prcddie Mac.

See April 2006 Offering Prospectus at S-8446 see also,.June 2006 OfFering Prospectus at S-68-70; October 2006 Offering Prospectus at 546-67. (Emphasis added.)

25

60, The statements contained the preceding paraaph contauied maiaJ

misstatements of fact wid omitted facts necessary to make the facts stated therein not misleading

since Cauntrywide, in fact, disregarded he Underwriting Guidelines and systematically issued

loans touncreditworthy borowvrs who failed to meet the criteria and minumur requirements fbr

Cc,untrwjd&s various smnentioncd loan proama as evidenced by hier than anticipated

rates of delinquencies and foreclosures and as further set forth herein at paragraphs 65-77, infra.

In addition, the no documentation or stated documentation loans have become known in the

mortgage industry as 11am' loam" bccauae may borrowers Th1aic4 their income,

The Pct State r,TheP4I!e ef tbe Sends ffm 'Ja Creçlft RaIia

61. The goads were rated by the Riling Agencies, which purported to take into

account, inter alk, the u detwriting standards used In OTIZtMIg the underlying mortgages to

address the likelihood of the receipt of all distributions on the mortgage loans by the

Bodhol4ers. The Prospectus stated as follow*

Ratings It is a condition to the issuance of the offered certificates that they have the applicable rathig or ratings by Moody's InvcGtors Seniicc, Inc. (Moody's"). Standard & Poor's Ratings Satvicca a dMsioa of The McGraw-Hill Companies. Inc. t"S&P1 and Fitch Ratings ("Pitch") indicated under "Initial Certificate Ratings" in the table on pap 8- 1.

The ratings assigriod by each rating agency named above address the likelihood of the receipt of all dstibutions on the mortgage loans by the related certificate-holders under the agreement pursuant to which the certiticates are issued. The ratings of each rating agency take into consideration the credit quality of the related mortgage pooi including any credit support providers, structural and legal aspects associated with the citifloates, and the exteat to which the peymeut stream on that mortgage pool is adequate to make pnymetits required by the certificates. However, ratings of the certificates do not oorwtitute a statement regarding frequency of prepayments on the roWed mortgage loans.

The ratings do not sddreaa the poambility that, as a teault of principal Prepayments, holders of the offered certificates may receive a lower than anticipated yield, and such ratmgS do not address the ability of the seller to

26

repurchase certain mortgage loans for whicb the interest rate or mema have converted.

The ratings assigned to the offered cerdfcatrs should be evaluated independently from similar ratings on other types of securities A rating is not a recommendation to buy, sail or hold securities and may be subject to revision or withdrawal at any time by such rating agency. The ratings do not addras the likelihood that (I) any Basis Risk Shortfalls will be rqeicl to holders of the LIBOR Certiloatcs, or (2) any payments will be made to the Class i-AIR, Class I -AM, Class 2-AIC or the Class 3'AIC Certificates under the Policy. The ratings of the Class A-P. Certificate do not assess the likelihood of return to investors except to the extent of the $1 00 principal amount and interct thereon.

The depositor has not engaged any rating agency other than Moody's S&? end Fitch to provide ratings on the offered certificates. However, thm can be no assurance as to whctber any other mating agency will rate the offered ceitificates or, if it does, what matings would be assigeed by that rating agency. Any rating on the offered certificates by another rating agency, if assigned at all, may be lower than the ratings assigned to the offered certificates by Moody's, S&P and Fitch.

$ae April 2006 Offering Prospectus at 54S8; see aLco )une 2006 Offeting Prospectus at 5.435; October2006 Offrring Prospectus at 8437. (Bmpbasii addeiL)

62. The statements contained the preceding, paragraph colitained material

misstatements of fact and omitted facts necessary to make 'the facts stated therein not misleading

since the Rating Agencies Issued the matings based on an outdated credit rating methodology

designed in or about 2002 and because the Rating Agencies presumcsl that the loans were of high

credit quality issued in compliance with the KMcd underwriting gtdelines when, in fact,

Countrywide bad systematically disregarded Its stated UdcrWTitIng Gujdcjineis as set fon

herein at parazraphs 65-77, btfra.

TJIC !P' dei 1led MM DRAW RMS For Eaef Th Certiflestas

63. The rinVeftm fisted the Rating Agencies credit rating for the each bancbe of

the MarborView Bonds, as follows:

-

27

IlarhorView Mortgage Loan Trust 20064

HvborVIw Mortgage Loin Trust 2006.5

28.

HarborView Mortgage Loin Trot 2006-9

64. The ratings on the Bonds contained matedal:mlutatements of fact end omitted

facts neceesaly to make the facts stated thi not misleading smee the Rating Agencies issued

the ratings based on an outdated credit rating methodology designed in or about 2002 and

because the Rating Agencies presumed that the loans were of high credit quality issued in

compliance with the stated undcxwriting guidelines Whm. in lct Countrywide had

systematically disregarded Its stated Undviwxlting Guidelines, as set forth herein at paragraphs

65-77, infl.

The Truth Begins To Emerget Coujitrywide's 5tçC

65, in or around early 2007, disclosures began to anoW that revealed that

investment bas and home loan loaders had issued billions of dollars of mortgage backed

securities collateralized with home loans which were made to unereditworthy borrowers,

significantly inflating the value of those secumitioL At the center of these predatory lending

practices was the world's largest mortgage keder. Countryidc.

29

66 On or about 2uiy 24, 2007, Countrywide shocked the market by reporting that the

Company was forced to write-down $417 million in loses in the second fiscal quMft of 2007

alone. In A press relcase, Countrywide stated the foflowing

Credit-related costs in the second quarter included;

Iapeirmeist on crdit-sanais retained Mserosra Impairment charges Of -4417 mWon weav taken dwing the qMartar on the Compgry's b 'esmsenta In credit' asnsWve retained bste,eets. This Included $381 mIWo,i, or approxiwately $440 in eerniirg per diluted share based on a noi*ailzed rota, or prinae home eju4 loans. The bitpairmeat charges on those rosiduab were attributable to accdereted Increases in delinquency liveb and inc,ares in the esdmates of future and loss sever We. on the tmde4lng loans.

67. As it result of these disclosiwes that C=Uywida had engaged in the practice of

writing bad kans to uncreditwoithy borrowers and that it was much more heavily invested in the

failing subjfme and non-Qaditios1 loan markets than bad bow previously disclosed, r*ing

agencies began what wo1d become a series of ratings downgrades on Countywide. Standard

& Poor's dowugiided Counuywidc's credit rating on or about August 16, 2007 from "AIM" to

- making it more expensive for Countywide to borrow money. This downgrade was

followed up by Fitch Ratinga' downgrade of Countrywide Rome Loan's (a subsidiary of

Countrywide Fmancial Corporation) servicer ratings on August 24, 2007,

68. Countrywide is currently under investigation by a pne1 of the United States

Senate for predatory lending - a practice whereby a lender deceptively cnvincec a borrower to

agree to wifair and abusive loan term% inludIng interest and foes that are unreasonably high.

Countywide's increased risk of not being able to collect on these predatory mortgage loans puts

the HarborView Bonds' underlying mortgage collateral at risk, thereby further increasing the risk

to Plaintiff and the Class.

30

69. During at' August 29, 2007 peesa àonference reported In The Wail Street Jotrrna4

Senator Charles Schwncr chairman of the State panel rnvcstipling Countrywide's predatory

lending practices stared:

Countrywide's most lwinve brokers are those that, make bad loans, that are Imply designed to fail the borrower .... (Countrywid&s) brokers can cn an

tra I pcwcnt of the loan value in comirnasion by adding a three-year prepayment penalty to loans.

70. The Attorneys General of Califomia, 11orida and Illinois have an also lancbed

investigations of Countrywide (or deceptive business practices relating to *ts mortgage lending.

71. On or about October 26, 2007, CountrywIde disclosed that it had been fimher hurt

by the mortgage crisis and suffered a loss of over 51.2 blflion in the third quarter of 2007, which

was accompanied by forced writedowns of $690 million in suhprimnc mortgages and non-

traditional loans because of their rising delinquencies and defaults. This news resulted in a

downgrade by Fitch Ratings of Countrywide long-term count&yarty credit rating from "A-" to

"BB+." Subsequently, on or about November 19, 2007, Moody's announced that although It

would maintain Its rating on CountrywIdc it had cstabliAW a "negative outlook" on

Countrywide - meaning that a downgrade was inuninent.

72. On or about March 10, 2008, the fcdcral Vvmmmt disclosed that it had inluated

a probe into the fraudulent mortgage practices engaged in by Countrywide, including

manipulation of the aubprtme and nun-traditional loan markets, knowledge of and disregard for

underwriting inaccuracies and misrepresentañons, and specific Instructions to underwriters by

Countrywide not to scrutinize certain types of loan, it issued, Subsequently, on April 2, 2008, a

Federal Bankruptcy Judge overaceutg the proceedings of more than 300 Countrywide related

bankruptcies ordered a liirther inquiry into the misconduct, and specifically the illegal inflation

of fees throughout the loan process, that had been occurring at Countrywide.

31

_J_

73. As a direct rosuft of the allegations surrounding the investigation into

Coln2flyWid&s wrongdoing, on March IZ 2008, Fltct downgraded its longterm-issuer default

rating to the lOWest Investment-grade of ISBVI cftng further deterioration of Countzywide's

borne moi*gage portfolio. Soon eIer, on April 3, 20(S, Moody's followed up with a downgrade

of Countrywide's bank strength to 9Y' from "C.'" - indicating severe Instability in tho mortgage

lenders' banking arm due to shrinking liquidity ai4 heavy debt Countrywide's shrinking

liquidity and heavy debt burden were a directreault of Countrywide's huge portføIo of aubp,imo

and =m-traditional loans whose maiitt, by April 20O8 had dried up completel resuWng in

increasing write-downs and losses or Couflbde.

74. Finally, on April 30, 200S an aile pUblished in The Wall Sfreer Journal

entitled Countrywidc Loss Focucs Atter4lon on Jndwrit1ng - Evidence of Abuses By

Outside Brokers; A Fraud in Alezka' revealed that a federal probe of Countrywide) the mortgage

Joan originator for the Bond collateral, found vidcnes Countrywide's sales executives

deliberately overtookd inflated income figures for many borrowers. indeed, Conntiywide's

'Past and Easy" mortgage program, In which bodowers were asked to provide little or no

documentation of their finances, particularly was prone to abuse by loan oces and outside

mortgage brokera

7. On May 7. 2008, the New Yo'* 1me published atogue-in.cbcek artible entitled

"A Little Pity. Please for Lenders," that attcm44e4 to put the onus on the borrowers for the

current residential mortgage emma. Particularly, the hide noted that the low documentation and

stated documentation loans that aggressive lende4 spceialined in C..p Countrywide's No

IncouicfNo Assets Program and Stated lncome/StatCd Macta Program - have "became known

within the mortgage industry as "liars' loans" becu3e many of the borrwers falsified their

32

I .• - ... .

income." Howcv, thCI rOIUIe4 and çed2t citerIa-IM l0fl PT)VaZU were the brain-child of

aggtessive IcciderN just looking to amas s voiwna loena for necio.

BS Greenwich Capital Conisi Under InvssUjstloj For IJ.tJnLe In the CAM

76. P.BS Greenwich Capital played a prominent ruic in time and faU of the U.S.

subprkme mortgage market. Since 1987, RBS Orcáwich Cepltal bas helped MMIgap lenders

issue more than $400 billion in asset-backed eecuiitien. As an underwriter on tnnaactjons

Involving more than 183 billion of secwitles is$tJed in 2004, PB$ Greenwich Capital ranked as

tune industry1 s No. I uMerwrter of subpsIme nrtgagea and the top t-backed sales

organization. In 2005 RBS Greenwich Capital ranked. No. 2 in the top ten subpthne MB5

Underwiitera. in both 2004 and 2O05 WS Greenwich Cepftal ra*lred No. 3 in the cop ten non-

agency MS underwriters.

77. On March 8, 2008, it was reported in aS;amjbr# ,T1bune article entitled "IS

Ann Involved in SEC Inquiry," that R8S çoufirine4 that its Greenwich Capital unit is part oft

SEC probe into the coflapie of the subprimc market and has been, order to turn over nanciaI

documents to the SEC regarding, Inter a!ld onginalions of mortgages. accounting, due diIlgenae

soles and insider trading

Feb 08, 200 çrh. Starafbid Advocate - MeClatchy-Tribune Irifonnation SeMces via COMTIIX) The Rat Rank ef Scodand: liar confirmed 10 Greerniich Cajiito an* a pail of a Srcrrndà Iáge Com*l,shn, pJ'obe Into the collapse of the subprIme Wore iaark

The SEC hs opened about three dozen thquci, incng those that involve major invcstnnt banks, according to recàt published reports.

&eenwch CdLpIVai a top Wiser of 'no Igaie.Mekd vectulWar in the sulsprirne invrA4 Is based on Steamboat Rod in :Grienwlch, ng unit war asked by the SEC to hand over some qf in flMmddd.c,,mepm but RBS officials would not comment on the probe bend that.

33

WC will fully cooperate with the SC or any eu!ators," said Carolyn McAdam, a spokeswomen for RBS global headquarters in the United Xingdom. The SEC will not confirm or deny any of the companies it is investigating. a spokesman for the commission said this week .

The SEC opened its investigation In Junc, launchióg a dozen investigations Into collateralized debt obligations linked to the plummeting value of subprime moripam

The SEC Is saId 1. be IOO*IIIg at oiiglaaiione of mongqes, accowuing 1 due diligence, mdn of securWea and hsdder fradTh*g.

Recent published reports cite source cllhningJ the SEC investigalion now is moving at a more vigorous pace

(Emphasis added).

Rating Mthodolcgtes Were Outdated And Insppreprjste, Resting In Inhisted CMILRIMIE For1RpPbpew Bonds

78. Following the Cou*ywld disciosurea, the rating agencies who were essential at

pricing the Bonds and bingmg them to market

at ectively conceded that the ratings

assigned to the Bonds bad been inflated.

79. In 2001, Moody's disclosed that the ratings assigned to mortgagebacked

securities collateralized with Countywide lofine were inflated and did not reflect the secwitles'

true values. In April 2007, Moody's annotmced that the methodology that had been deployed in

2002 and that continued to be used through only 2007 ,to value the widely ailing siihprime and

nou-UadItinnal mortgages that served as collateral for mottgegsbackcd securities was outdated

and would be itrIscd. Moody's cited the "considerable evolution of the mortgage market since

2002" as the reasoning behind the need to rcvlec the raft method of subprimc mortgages. As

one member of the press noted, this was a "stunning edithsion; [Moody) model had been

based on a world that no longer existed"

IL

34

80. Following Moody, announcnent 1 other ratings agencies followed suit with their

own reviews and the amending of the methodologies used to rate subprirne and un-traditional

securities. In a July 10, 2007 press release, S&P announced.that it was going to change the

methodology that it had been using to rate MBS deals. In its July 10 aintouncernent, S&P stated

that the standard variables - Le., FICO credit scores, loan-to-value ratios and ownership status -

used to evaluate a boirower's risk for default "are proving less predictive!' than in the past.

81. On August 1, 2007, ina pros releasa, Fitch announccdthatithad, as aresultof

the very high levels of delinquency and default experienced by securitizations from 2005 and

2006, revised its rating methodology with respect to the MBS offerings issued in 2005 and 2006

- the same period the HarborView Bonds were issued. Pitch stated that the changc5 in

methodology were necessary to "capture the rapid deterioration of subpnme mortgage

performance.. due to the interaction of uthvorsble home puce environment with high-risk

mortgage products."

22. The Ratings Agencies conthivad to revise their methodologies throughout the

summer and early fall of 2007. By October 2007, the market for subprime and non-traditional

mortgages had completcly collapsed, and regardless of their new ratings methodologies, the

rating agencies were forced to downgrade tens of billions of dollars of mortgage-backed

secunties collateralized by subprime and non-traditional mortgages.

83. On December 17, 2007, Moody's announced that it had taken 'neativc rating

actions" on cerrain HarborView bonds issued In 2006 and late 2005. Notably, Moody's revealed

That the current negative ratings action and downgrades were determined after analysis of

HarborVicw's Bonds using Moody's 1'updated" rating methodology.

Moody's take nepdve rathW actions on certain RarborView Mortgage Loan Trust Option Arm dcls issued In 2006 audJale 2005

35

New York, December 17, 2007 - Moody's investors Service has downgraded the rauns of twenty 'nine Iranches and hasplaced' under review for pos(bIe downgrade the ratings of seven trenches from. six Vanewhans issued by HarborView Mortgage Loan TrUst in 2006 and late 2005. Two downgraded tranebes remain cm review for possible downgrade. The collators] backing these classes consim of primarily first lien, adjustabic.ratc negative amortizing Alt-A mortgage

The ratings were downgraded and placed under rrAaw fur doMsgii, based on higher than anilcipated Aga of dellniirencj, foredowre, and' RP-0 in the underlying collalwal rcMva to credit athancenment levels, In ja analysis Moody's has alto swIkd its pithMchsd iiet*ado1ogy upiatet to the non-delinquent portion ofthe fransacdons

(Emphasis added).

84. Applying a more appropnate method) on December 17, 2007, Moody's

downgraded the HarborView Bonds as follows;

HarborView Mortgage Loan Trust 2006-4

K2

V I

KarborView Mortg*ge Loan Trust 2006-5

HarbozYJew Mortgage Lon Trust 2006-9

Om ç4Radn 2gMZrjM To;

Bul BOB!

Ba*3 .Ba2

85. following Moody1s downgrade of the Ha*'corView Bonds, PIain1itTs &ccount

statcmCnt for the mcnth-coded December 31, 2007, Tf1ctaa prncpitous decline in the market

value of its Bonds - from approximately $91.71 on November 30, 2007 (pro-ratings downgrade)

to $85.70 by Dcember 31.2007 (Wowing the raLngs;downgradc).

86. On Fcbnsary 6, 2008, it was reported in a Dow Jones Newswtre a rticle headlined

"Investors Suffer Ratings Revision Fatigue," that the Rating Agencies wore agate revising their

ratings methodologies for the MBS.

New York (Dow onea) - Revisions on hew leading credit rating agencies evaluate complex sccutities have become so ;frcquent that marlcot participants iucreaaingly &c ignoring their efforts to gt a handle on the mess.

37

The cratenng subptimc home Ioau market has made a mockery of what weTe once triple.A-ra1cd secuiitica backed by mortgages as these Invesnuents continue to be downgraded, often into sunk territory,

Moody's Investor Servic&s latest attempt to bring order to the subpzimc debacle - a proposal to revamp the way it rates complicated secuntacs like mortgage bonds and collateralized debt oligations .- has been met with skepticism, if not downright hoatility since it has the potential to confuse an already complex Sifl3atiofl,

a *

Fitch, S&P Revise and Revise Again There has barely been any let-up in the series of changes the rating agencies have proposed since the credit cnmch ft began. Just this week, Fitch announced a proposal to make a number of key changes to its , rating methodology for CDos of corporate bonds and lows., The agency maintains ratings on nearly 600 u'ansactions, with outstanding notional of over $220 billion, which have some exposure to corporate debt, Fitch said In the rthuc.

On Monday, S&P said it revised the correlation and recovery assumptions it uses to rate certain new CDOs and to perform suzvaillsnca on CIX) transactions backed by residential mortgage-backed securities.

Par from rente4'mg the probtenia that led to the unprecedented swathes of downgrades, the changes proposed are soon as being insufficient to boost the confidence of investors in the ratings and the new methodoLogies

87. Applying a more appropriate method, on February 22, 2008, Pitch reconaidered

its initial ratings on the flarborView Bonds and bad placed the }larborView April 2006 Bonds on

"Negative Watch."

88. An April 27, 2008 New York Th,*as article entitled, '1rip1e.A Failure. The

Ratings Chime" was largely critical of the Rating Agencies', and in particular Moody's, role in

the collapse of the MBS mailcet. The article TfOtCed to the Pating Agencies woric as "nra'

which transfonncd "risky mortgages into investment that would be ... just as safe, in theory, a$

other triple-A socuriUCL" The article reporte&

Over the last deile, Moody's and he two pdnipal competitors, $tandnrd & Poor's and Fitch, played this pine to perfoction -.puq what amounud to gold

SCIS (an aetqW marldw that hwsST7 swçpt up wWr 1ncre41g élan. For the ratIng ageudr$, thc c LdreIicy 100"V& Th& profits ;gszed

38

Moody Is In pert cislar: ft wew.psthllc, saw in :iøck increase siafoW and IL, eari ngs grow by 900 percent.

By providing the mortgage industry with an enfrec to Wall Street, the agencies also transformed what had been among the sleepiest corners of finance, No longer did mortgage banks bavc to wait 10 or 20 or 30 years to get their tanney back from hoinwwiem. Now they sold their loans.iuto securitized pools and - thcr capital thus replenished - wrote now loans at mich quicker pace.

Mortgage volume swged; in 20061 it toped $2.5 trillion. Also1 many more mortgages were issucd to risky subpriniobomwers. 4lmosl all of those subprIrse lewis ended up In sccuridred pools; Indeed, te ivasoi banks were wWhrg to Issae so many ri*y loans Is that they couldfob them off on Wall Street.

But who was evaluating those securidc? Who WiiX passing judgment on the qurliiv of the mnrgogee, on the equity behind theta end on myriad other investment considerations? Certainly not the ihvctora. They relied on a credit rating

Thus the qasicies became the defacto wewhdog oiz the mortgage hulusfl. In a practical sensc It was Moody's and Standard: & Poor's that set the credit standards that dctemtined which loans Wall Street could repackage and, ultimately, which borrowers would qualii. Eftc*ive1y, they did the job that was expected of banks and government regulators. And today, thij ara a cestfral c4rit In the mortgage bu* In which the total loss has been projected at $250 billion and possibly much mars.

(Emphasis added).

89 The April 271 2008 New York 7lmea article also reported on the credit rating

process employed by Moody's - often processing credit data regarding the Bonds in as little as

24-hours:

Moody's assigned an analyst to Cva1ute the ,package subject to review by a committee. The investment bank provided an enormous spreadsheet chock with data on the borrowers' credit histories and much also that might, at very least, have given Mocdy* pause. quarters of the borrowers bad adjustable-rate mortgages, or ARMS - "lessOr" loans on which the interest 7ute could be raised in short order. Since subprhne borrowers cannot afford higher rates, they would need to refinance soon. This is classic sign of a bubble —lending on the belie( or the hope, that new money vlll bail Out the old.

Moody's lesnied that almost half of these borrowers --43 pcenr - did not provide wnttcn vcnfjcglon of their lncosncs The data also showed that 12

39

H.. .

peret of the mortgages were for psupe on in Southern California,, including a half-pa=nt in a single ZIP code, In Riverside. That suggested a risky degree if concentration,

On the plus aid; Moody's noted, 94 percent of those borrowers with adjustable-rate loans said their mortgages were for primary residences. "That was a comfort feeling," Robinson said. Historically, people have been slow to abandon their primary homes. When get into a crunelk she added, "You'll give up your ski chalet first."

Another factor giving Moody's comfort was that all of the ARM loans in the pool were first mortgagee (as di.stinot from, say, home-cquity loans) Nearly half of the borrowers, however, took out it smutanous second loan Most often their two loans added up to all of their property's presumed resale value, which meant the borrowers bad not a cent of equity.

In the fressedc, deal-hopy dllmmr of 2006 the Mood$r ana1 had only a sbgle day to process the credit data from the, bank The asalyst wasn't esrluathig the morfgqas but, rmth.r, the bonds ià,ed by the investment vehicle created to haute them A so-celled special-purpose vehicle - a ghost corporation with no people orfinuiture and no assets either until the deal was struck -- would purchase the mortgages. Thereafter, monthly payments from the horncowncrs would go to the S.F.Y. The S.P.V. would. finsuce itself by seThng bonds. The question for Moody's was Whether the inflow of mortgage checks would cover the outgoing payments to bondholders. From the lnwsThien bank's pobas of view, the key to the deal was obtaining a *rlpk-4 rating without which the deal wouldn't be profltabla That a vehicle backed by subprlme mortgages could borrow at 0'Ipla.4. rm.s seems like a trick of flnenca "People say, 'How can you create triple-A out nIB-rated paper?' "notes Arturo Cifumitea, a former Moody's credit analyst who now designs credit iestruxncnts.

(Emphasis added).

90. In addition, the April 27, 2008 New ?ork27nres article was critical of the Rating

Agencies' use of stthstical models based on historical default patterns and past data that were no

longer relevant in current era:

Moody Jj u.sed statistical models to ass#.as C.D.0. v. Il relied on historical poUens of defauli. This iznwned that the post would remain !elvont In an era in which the mortgage industry was vnoilthg intø a Wildly speculative business. The complexity of CJ)O.'s undermined the process as well. Jamie Dimon, the chief executive of JPMorgan Chase, which recently scooped up the mortally wounded Beur $tearns, says, "There was a tall. JWluu of common sense" by rating

, ..

agencies and also 67 banks lihe his. 4'Yety complex a cudtle, :Iñnsldn't haw been rotd as if they were em .te-wih*e bod&

(Emphasis added).

91. By way of example, the April 27 2008 New York Thnes articletook a. closer look

at a $750 million MBS that Moody's rated in late 2006 using itsouldated model:

Moody's rated bre uarters of this CD.O 'a bonds triple-A. The ratings were derived siring a mathematical corisrUct Jowa as a Monte Carlo simulation - as if each of the .underlying bon& woul4pctfrm like cards dram-at random from a deck of mor*gage bon* in the past. There we's A'ioprobleriic wish this approach. F1rs4 the bonds weren't Uke these in the paat the mortgage market had changed. As Mañc Adetson, a fcnnor managing director in Moody's structured-finance division, remarks, it was "like observing 100 years of weather in Antarctica to forecast the weather in Hawaii" And sscod the beAds weren't random. Moodj'i had wederesdsaled the exent to which rnderwrldng standards had weakened sveiywhe& When one mortgage bond 404 the odds were that others would, too,

Moodys estimated that this C.D.O. could potenilaly Incur losses of 2 percenV. It has rbwe rvfred ft esthsialc to 27pertwnL The bonds It rated have been deeimated their market value having plunged by half or more. A triple-A layer of bonds has been downgraded 16 notches, all the way to B. Hundreds of CP.O.'s have suffered similar ftes (most of Wall Street losses have been on C.D.O.'s). For Moody's and the other rating agencies, i t hs• been an exaor4inary rout.

(Emphasis added)

92. The April 27, 2008 New York flmae articlealso exposed the inherent conflict of

Interest that existed for the Rating Agencies: either give the rating that the investment hank needs

to sell the secuiitizadon or risk losing repeat birsi ass to your two main competitors:

to invatment banks is to. dgn securities that just 'neat the rating sgencic tests. Risky mortgages serve their purpose; since the interest rate on them is higher, more money comes Into the pool and is available for paying bond interest. But if the mortgagee are too risky, Moody's will olcct. Banks Ua adroit at working the system, and pools like Subprhnc XYZ are intrtIcna1ly deicd to include a layer of Baa bonds, or those just over the border. "Zve.y agency has a model available to Iiwikers that allows thens to run the numbeir Until thiy get something they like and send It lit for ad' a former Moody expert in securitization says. In other words, banks werE gaming the s,vstom; according to Chris Planagan, the snhprime analyst at JPMorgan, 'Thming is the Whole thing."

41

, dA t

When a bank proposes a rating stucture on a pool of debt,. the rating agency will insist on a cushion of extra capital, known as an ancement." The bank inevitably lobbies for a thin cushion (the thinner the capitdization, the fatter the bank's profits). It's up to the agency to mike sure that the cuhion is big enough to safeguard the bonds Tha process involves extended consultations between the agency and its ditut. In ahott obtaining a Tating is a Q4W3WWVO process.

The evidence on **other rating agencies bend to the bankers l! is mxaa The agencies do not deny that a eonfllat LWs, but they nseei that Ihey are keen to the dangers and minimlu thcm For instance, they do not rcwrd analysts on the basis of whether they approve deals. No snklng gun, no conspiratorial c-mail message, has surfaced to suggest that they arc lftg. But in structured fnsnce, the agencies face pressures that did not exist whai 3olm Moody was rating railroads. On the traditional skic of the business, Moody's has thousands of clients (virtually every corporation and municipality that sells bonds). No one of them has much clout But in smicir,edflai,ace, a liandjbl of banks retsirn again and again, paying much biggerfees. A deal the size of XYZ can bring Moody s $200.000 and more for cmp11coied deak And the boM pay only if Moody .c deliveru the desired rating.. Torn McGuire the Jesuit theolo*Ian isiw raps Moody 's through the mid..'9Os says this arrangemeet Lc anhsalthyi U Moody's and a client bank don't see aye to ayes the bank can &Merbwak the numbers or tiy Its luck with a competitor like $4?., a process known as 'sithvgS shoppIng"

(Emphasis added.)

93.• Finaijy, on April 29, 2008, after applying Its re'.4scd and more appropriate rating

methodology to the RarborView Bonds, S&P also downgraded multiple c'asses of the

HarborView Bonds below investment grade to junk ftusz

flrborVIew Mortgage Loan Trust 200.4

MW oB B-4

B-S A+ BB.

_. R•—:

2-7 'BBB+ 'B -

24 8B8 ccc

B-9 BDII-

42

ilarborVIew Mortgage Loan Tryst 2006-5

-;;—_ ;;iI wiradedTh

24 AA+ - 2W

2.2 AA B

2-3 AA- CCC -

B4 .A+ -

B-5 A COP -.

B-6 A- CCC

B-7 BBB+

B-S BOB cc:

VIolillOn of Section 11 of The Seáurftice Act AXIWJ AM

94 This claim Is brought by Pkuntiff ad.inerted on behalf of all other members of

the Class who purchased Or acquired !1arborVIew Bonds is*ued In the Cffer*ngs.

95, Defendanta ]B$, GCH. OCA, GCFP and HotmView rc the registrants for the

Offermgs and filed the RaglW16m Statt md Pmqmtwm w the issuer of the }IsrborView

Bonds, as defined in Section 3 1(a)(1) of the Securities Act and dow not arise from or icly upon

any allegations of fraud.

96. The Individual Dthzideta w officers and/or diretor of OCA at the time the

Regison Statement ezid Prospcctuscs thr the Oftermgs zbwmc effective, and with their

consent Were identified as such in the RgIatration Statement. In addition, they signed the

Regi!irration Statement or authorized it to be signed on their'behafl

97. Defendant 3CM served as the miden*mcr for the Offennga and qualies as

sucb according to the den on contained in Sctlon 2(4)(11) of the Securities Act, 1$ U.S.C.

43

I

0

77b(aXl 1). As such, it paiticipattd in the solicitatiOn s ofcnng and asic of the HatborVicw

Bonds to the investing pth1ic pursuant to the Regatratlon Statement and the Prospectuses.

98 The sating Agonciea Pefendets served as appraisers as defined in Section

I l()(4) of the Securities Act, The Rating Agencies Defendants purportedly reviewed and

anaiyzed each Offering and provided the credit rating Ibr each trancbc of the HarborView Bon&

Th, Rating jenaoa Defleadants' service of providing the crcdit ratings for the HarborView

bonds was essential to pricing and marketing the bonds. The Rating Agencies Dcfcdnt'

ratings were contained within the Prospectuses.

99. The RcaUation Statemait and the Prospxtuses, at the time they became

effective, contained material misstatements of f*ct and ämitted facts necessary to make the facts

stated therein not uusieading, as Set forth In paragraphS 39-64, sira. The facts misstated and

ànutied would have been material to a reasonable person reviewing the Registration Statement

and the Ppectusea.

100. The Defendants did not make a reasonable investigation and perfoTm dc

diligence and did not possess reasonable grounds r believing that the statements contained In

the Registration Statement and Proapectusea were did not omit any material faç and were

not materially misleading.

10]. Plaintiff and the other Class members did not know, and in the exercise of

reason*lc diligence, could not have known of the Miss :Wments and omissions contained in the

ftegistration Statement and the Pioapectuse.

102. Plaintiff and other Class members sustained damages as a result of misstatements

and omissions in the Registration Statement and the Prospaetuses, for which they arc entitled to

compensation.

-

0

103. Plaintiff brought this action within one year after the discovery of the untrue

statcmcnts and onussIons and wthiu three years after the Offerings.

VksI*dop of Se*jo 12(a)(2) of the Securities Act rV

104, l'Iaindftrepcats end reslleges each nd every 1Iegation contained above.

105. Tha Count is brought pursuant to Section 12(a)(2) of the Secunties Act on behalf

of the Class, against all Dofondanie and does not ama from or rely upon any eflegarions of fraud.

106. By means of the Registrafion $taterncnt and Prospectusca, and by using means

and instruments of transportation and conmumlca$on in interstate commerce and of the mails 1

the Dcfendnts through the Offering sold HsrborVicw Bonds to Plaintiff and adw members of

the Class.

107. Defendants HwbwVWw, RBS, and Its suhsi4lirics, OCU. GcA, OCFP and (3CM,

the Individual Defendants each successfully solicited these purclwse motivated at least in part

by its OP/fl financial interest. The Defendants each reviewed and partierpared in drafting the

Prospectus, Through enswmg the successful completion of the Offerings, the underwriter

Defendant 0CM obtained substantial underwriting fees, Defendant RES and its subsidiaries,

Greenwich Capital Holdings, GCA and OCPP were direct bateficisnes of the underwriting fees

earned by 0CM.

108. The Registration Statement and the Piuspectuacs, at the thne they became

effectiv; contained material nusatacments of fact and omitted facts necessary to make the facts

stated therein not misleading, asset thrth above at paragcapha 39-64, supra. The facts misstated

and omitted would have been material to a reasonable person reviewing the Registration

Statcmcnt and the Prospectuses.

U

45

. 1

109. DefendantS as "sellers owed to the pin'cheeers of th HarborView Booth,

incinding Plaintiff and other Class membess the duty to petforu due dOigence end make a

rcasorwbk and diligent inveatigadon of the $aements wnlaincd u the Re tine Stpletneat

arid the ?ro,pcctuses, to enaure that auth ststeenta were bu and that there was no omission

to atnte a natcila1 fact required to be stated in order to make the statements contained therein

not misleading. Dcfcndants knew of, or in the e,ccrdee of reasonable care should have known

of, the misstatements and cmiasions contsine4 In the 1PO matals an set forth above,

110. Plaintiff and other members of the Class purchased or otherwise acquired

HarborView Bonds pursuant to the defective a.glatrtion Statement and Pmapecte, Plaintiff

W not know, or in the cxercine of reasonable diligonoc cci'uld not have known of the untruths

and omissions contained in the Rogi*atinri Statcmcni and tbc Prectusci,

111. PIaImitilf indMduufly and r%muntatively, bemby offers To tender to Defendants

those securities which Plaintiff and other Class mctrthcrs continue to own, on behalf of sU

members of the Class who oonthnic to own mob aecunties, in rstvm for the oDnsidwadop paid

for those securities together with interest thernon. Clan members who have sold their

}larborVjew Bonds are entitled to reecranonesy dws

112. By reason of the coduci aUoged herein. these Defendants viàlatad, and/or

ondIIcd a person who violated Section 12(a)(2) of the Scurities Act. Accotdlnly, Nndff

and members of the Class who bold HatbatView Sun& purchased pwuant and/or trvmaja to

the Offerings have the right to rescind oW recover the consideration paid fat their 14mbarViow

Bonds and Imomby elect to rescind and tender their HamborView Bonds to the Defendants sued

herein. Plaintiff arid Class members who have sold their BarborView Bonds are entitled to

rescisalonary damages.

ri

-. ----. -.

1Il

vbktiob of Secon 13 of The Securities Ant aint WwfiM 9

13. This clan is brout by P1aintff and aserted on behalf of afl Class membu

who purchased or acquired HaiborView. bonds in the Ofibrings.

14. This Count is brougfit pursuant 10 Section 1 S.of the Securities Acton bch1fof the

Class, against all Defendants and does not arise froni or rely upon any allegations of fraud.

115. The individual Defendants at all relevant times participated in the operation and

nianaemcnt of GCA GCS? and (1CM, and conducted and participated 1 directly and indirectly,

in the conduct of QCA, GCF? end GCM's business affitira.

116. As officers andlor,directors of 13CA 1 the Individual Defendants had a duty to

disseminate acemnse and nthft1 iithnnetion in the Reiataiion Statement and the rospectusca.

Ill, Defendant RBS is the Parent Corporation and We owncr of Defendant QC#

dLe sole owner of QCA GCEP and GCM I end at all relcvant times participated in the operation

nd management of the OCA, (3CRP and (3CM, and conducted and participated, directly and

mdirect!y, in the conduct ofOCA, OCEP end QCM's bufneu aftau!.

118. As set forth above kit alleged that the Retration Statement and Prospcctuua

issued in connection with the HrborVicw Bond Offerins contained material misstatements and

omitted facts necessary to make the facts stated therein not misleading in violation of SccUoria 11

and 12 of the Securitice Act.

19. Becanse of their positions of control ad authority as senior of&era and

directors of (ICA, the Individual Defendants were able to and did control the contents of the

Registration Statement and Prospectuses which contained material misstatements of fact and

omitted facts necessary to make the facts stated therein not misleading. The Individual

, •J

47

Defendants were therefore 'contmllirig persons" of WA within the meaning of Section 15 of the

Secinities Act.

120. in addition, because of its sole ownership of Greanwich Capital Hokftngs, and

indirect ownership of OCA, GCFP and GCM, and its control and authority as Parent

Coiporatfon, Defazdank RDS was able to, and 434, confrol the contents of the Rstradon

Statement and the P ospectusea which contained mamW mlastatenents of fact and omitted facts

necessary to make the facts stated therein not misleading Tefccdent RB$ was thetfore a

'coniro1]ing perscn' of GCA within the meaning-of Section 15 of the Seouriner Act

121. Plaintiff and other Class members purchased HarborView Bonds issued

pwnuanr to the Offer1n3s The Offetiegs were conducted pursuant to the Registration Statement

and the Prospcctuses

122, The Regisrarion SW ient and ftvahmm. at the time they became cffcctive

contained material misstatements of fact and omitted facts necessary to make the facts stated

therein pct misleading. The facts misstated and omitted would have been material to a

reasonable person reviewing the Resation Statement and the Prcspectuses

23. Plaintiff and the Class did not know, azulln the eacreise of rcsoneble diligence,

could not have known of the uiisataternents end omisaicu in the 1egtetration Statement and the

124. Plaintiff and the Class have sustained damages an a result of the misstatements

and omissions of the kegistretion Statement and the Pmapectusès, for which they are entitled to

compensation,

12S. Plaintiff brought this scbon within one year after the discovery of to vAbw

statements and omission, and within thins years after the Offering.

l;I

T H Ur • ___llI

WREREFORE Plaintiff praya for relief and judgment, an follows;

(a) Detennining that thta action is spmper claas action under CPLR Article 9;

(b) Awarding compousatoiy damages in favor of Plaintiff and the other

Class members against all Defendants, jointly and srvafly, for all damages sustained as a rcsuk

of Defendarna' w,n]oing in an amou ttobvprovan at blat, including Interest thereon;

(c) Awarding Plaintiff and the Class their reasonable costs and expenses

incwTed in this action, Including counsel fees and expert fees; and

(d) Such other and h.rcliefatthe Court may deem just and prop.

Plaintiff hereby demands a trial byjury.

Dated: New York, New York May 14, 2008

By,jJ/! ' V ___P. SPQTn

IJ$ó1PLaitrnan • brIstOPcr Lornetti

• lxenkRScl*ipa Daniel B. Rehñs

SVEOENGOLD SPORN. LAITMAN & L0METTI;

P.C.

19 FWton,Sbut Suite 406 New York ew York 10038 $eh.,fle 212) 964-0046

acsinlle (212) 267-8137

cowzaiJc,rno,i4O& The FJojoud Cla.0

. u s

49

SUPREME COURT OF THE STATE OF NEW YORE COU1Y4TI OF NEW YORK

- x New Jersey Carpenters Vacation Fund, On BthaW of Itself and All Others Shnilily Situated Index No

Plaintiff,

-a— - VERIFICATION

}lerborView Mortgage Loan Trust 20064; HarborView Mortgage Loan Trust 2O06-S HarhiView Mortgage Loan Trust 2006-9; The Royal Bank of Scotland (hoop. plc; Greenwich; Capital Holdings, bic., Greenwich Capital Acceptance, Inc.; Greenwich Capital Markets, Inc.;: &OCflWLCh Capital Financial Products, Inc.; Robert J. McGinnis; Carol P Methis; Joseph N. Welsh, W; John C Andcrson James C. Eaposito Fitch R.atings; Moody's Investors Service, Inc. and The McGraw-Mill Conipaniee, Inc.,

Dcftndnta. -- .-

(STATE OF NEW YORK (CY OF NEW YORX (COUNTY OP NEW YORK

I Daniel B. Rehas, Esq., being duly aware, states that be is one of the attorneys for Plaintiff in this action and that the fbregoing complaint is Inia to ls own knowledge, etcept as to matters therein stated on Information and belief and as to those matters he believes to be ttue that the ground of his belief as to all MOM not stated upon his knowledge arc upon ftVieW of publicly available information filed with the United States Securities and Excbange Commission. media and newspaper articles and information contained on the Internet; and that the reason why the vcr1fication is not made by Plaintiff is that, Plaintiff New

ZDAUM.

on Fund is not in the county wbcr Plaintiff's attorney has their

t Rsbns, Esq.

-

Notai Public "PftPWGkftk yak

Sworn to nrc before this ___

j day ofJM__. 200

U. r

so

p S

SUPREME COVRT OF THE S'TAU OF NEW YORK COUNTY OF NEW YORK

x New Jersey Caipenters Vaca*on Fur4 On acIzaif of luolf ond All Others SimflWy giumhxL 1. 14exNo.

PlainbfTs,

- against -

Haii,orVlew Mortgage Loan Trust 2006.4; HborView Mortgage Loan Trust 2006-5; UasborView Mortgage Loan Trust 2006.9; The Royal Bank of Scotland Group plc; Greicmvicb Capital Holdings Im., Greenwich Capital Accptancr, Inc. (ireenwich Capital Marketa, Inc.;: Gteenwich Capital Flnancei Products, Iuc; Robert: I. McGinnis; Carol P. Mathis, Joseph N. Wa].h, IU;: John C. Andcroomg James C. Esposito; Fitch Ratinga Moody's bwcstora Service, bic.; and The McGraw-Hill Companies, Inc.,

Cfcmdfls. x

VERIFIED COMPLAP'r

CERTIJICTION: I, Daniel B. Rebus, Eq, hereby certify that all of the papers that 1 have smv4 filed or suhmiW to 64 cowt in &a divome wtkm am not frivolous sm. -defined in subsection (c) of Section 130-1.1 of the Rules ofihaChief or of the Courts.

Dated: May 14, 20M .1 SIIOENGOLD SPORN LAITMAN & LOMsTTI,P,C. 19 Pultoxr Street, State 406 Now York New York 10038 Teleplwne: (212) 964-0046 Facsimile: (212) 267-8137

ouzise2for the Plaintiff orzd Proposed Ctar,

Exhibit B

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------x New Jersey Carpenters Vacation Fund, On Behalf of Itself and All Others Similarly Situated

Plaintiffs,

-against-

J-IarborView Mortgage Loan Trust 2006-4; HarborView Mortgage Loan Trust 2006-5; HarborView Mortgage Loan Trust 2006-9; The Royal Bank of Scotland Group, plc; Greenwich Capital Holdings, Inc.; Greenwich Capital Acceptance, Inc.; Greenwich Capital Markets, Inc.; Greenwich Capital Financial Products, Inc.; Robert J. McGinnis; Carol P. Mathis; Joseph N. Walsh, III; John C. Anderson; James C. Esposito; Fitch Ratings; Moody's Investors Service, Inc.; and The McGraw-Hill Companies, Inc.,

Defendants. --------------------------------------------x

Civil Action No.

NOTICE OF CONSENT TO REMOVAL

Defendants HarborView Mortgage Loan Trust 2006-4, HarborView Mortgage

Loan Trust 2006-5, HarborView Mortgage Loan Trust 2006-9, The Royal Bank of Scotland

Group, plc, Greenwich Capital Holdings, Inc., Greenwich Capital Acceptance, Inc., Greenwich

Capital Markets, Inc., Greenwich Capital Financial Products, Inc., Robert J. McGinnis, Carol P.

Mathis, Joseph N. Walsh, HI, John C. Anderson, James C. Esposito, Fitch Ratings and Moody's

Investors Service, Inc. (the "Defendants") hereby consent to the Notice of Removal filed in the

above-captioned action by The McGraw-Hill Companies, Inc. and further state as follows:

Plaintiff filed its Verified Complaint for Violation of Sections 11, 12 and 15 of the

Securities Act of 1933 (the "Class Action Complaint") in the Supreme Court of the State of New

York, County of New York, Case No. 601451/08, on May 14, 2008. This written consent is filed

June 3, 2008, within thirty days after the first receipt by any of the Defendants of the Class

Action Complaint. 28 U.S.C. § 1446(b).

The undersigned Defendants reserve the right to file a supplemental statement in

support of their right to have federal jurisdiction maintained over the claims asserted against

them.'

Dated: June 3, 2008 R ly submitted,

- 411"L-1

Thomas C. Rice James 0, Gamble SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, NY 10017 Telephone: 212-455-2000 Facsimile: 212-455-2502

A tiorneys for Defendants Harbor View Mortgage Loan Trust 2006-4, Harbor View Mortgage Loan Trust 2006-5, Harbor View Mortgage Loan Trust 2006-9, The Royal Bank of Scotland Group, plc, Greenwich Capital Holdings, inc., Greenwich Capital Acceptance, inc., Greenwich Capital Markets, Inc., Greenwich Capital Financial Products, Inc., Robert J. McGinnis, Carol P. Mathis, Joseph N. Walsh, III, John C. Anderson, and James C. Esposito.

By consenting to the removal of this matter, the defendants do not waive and expressly preserve any and all defenses they may have including, but not limited to, lack of personal jurisdiction and service of process.

'-A

çi2A- Martin Flumenbaum Roberta A. Kaplan PAUL, WEISS, RIFKTND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 United States Telephone: 212-373-3000 Facsimile: 212-757-3990

Attorneys for Defendant Fitch Ratings

James J. Coster Joshua M. Rubins SATTERLEE STEPHENS BURKE & BURKE LLP 230 Park Avenue, 11th Floor New York, NY 10169 Telephone: 212-818-9200 Facsimile: 212-818-9606

Attorneys for Defendant Moody 's Investors Service, Inc.

3

Martin Flumenbaum Roberta A. Kaplan PAUL, WEISS, RIFK]ND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 United States Telephone: 212-373-3000 Facsimile: 212-757-3990

Attorneys for Defendant Fitch Ratings

±i1 Ja944. Coster J$hiia M. Rubins SATTERLEE STEPHENS BURKE & BURKE LLP 230 Park Avenue, 11th Floor New York, NY 10169 Telephone: 212-818-9200 Facsimile: 212-818-9606

Attorneys for Defendant Moody 's Investors Service, Inc.

3