Common use of Grantor Trust Reporting Clause in Contracts

Grantor Trust Reporting. The parties intend that the portion of the Trust Fund constituting the Grantor Trust, which consists of (i) the Excess Interest allocable to the Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to the Excess Interest allocable to the Mortgage Loans and the Excess Interest Distribution Account and (ii) the Class A-2FL Regular Interest, the Swap Contract, the Floating Rate Account and proceeds thereof, shall constitute, and that the affairs of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall have no power to vary the investment of the Class A-2FL Certificateholders in their related assets so as to improve their rate of return. In addition, the Trustee shall (A) as soon as possible after the Swap Contract is entered into (but no later than the first payment date under the Swap Contract), obtain a taxpayer identification number of the Grantor Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust on an IRS Form W-9 to the Swap Counterparty and, if requested by the Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY; provided that Trustee shall not be responsible for failure to obtain a taxpayer identification number for the Grantor Trust if the Trustee timely takes all requisite action and such failure relates solely to a delay by the IRS in issuing such taxpayer identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause, (C) furnish, or cause to be furnished, to the Class A-2FL Certificateholders, their allocable share of income and expense with respect to the Class A-2FL Regular Interest and the Swap Contract, each in the time or times and in the manner required by the Code and (D) furnish, or cause to be furnished, to the Class S Certificateholders, their allocable share of income with respect to Excess Interest accrued or received, as applicable. The Grantor Trust is a WHFIT that is a WHMT. The Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. The Trustee is hereby directed to assume that DTC is the only "middleman" as defined by the WHFIT Regulations unless the Depositor provides the Trustee with the identities of other "middlemen" that are Certificateholders. The Trustee shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect. The Trustee, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Trustee shall make available (via its website) WHFIT information to Certificateholders annually. In addition, the Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. The Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Trustee shall assume there is no secondary market trading of WHFIT interests. To the extent required by the WHFIT Regulations, the Trustee shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's sole discretion, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trust. [End of Article IV]

Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust, which consists of (i) the Excess Interest, the Excess Interest allocable to the Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to the Excess Interest allocable to the Mortgage Loans and the Excess Interest Distribution Account and (ii) the Class A-2FL Regular Interest, the Swap Contract, the Floating Rate Account and proceeds thereof, thereof shall constitute, and that the affairs of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to qualify such portion as, a "“grantor trust" ” under subpart E, Part part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Paying Agent shall have no the power to vary the investment of the Class A-2FL Z Certificateholders in their related assets the Grantor Trust so as to improve their rate of return. In addition, the Trustee Paying Agent shall (A) as soon as possible after the Swap Contract is entered into (but no later than the first payment date under the Swap Contract), obtain a taxpayer identification number of the Grantor Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust on an IRS Form W-9 to the Swap Counterparty and, if requested by the Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY; provided that Trustee shall not be responsible for failure to obtain a taxpayer identification number for the Grantor Trust if the Trustee timely takes all requisite action and such failure relates solely to a delay by the IRS in issuing such taxpayer identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause, clause and (CB) furnish, or cause to be furnished, to the Class A-2FL Z Certificateholders, their allocable share of income and expense with respect to the Class A-2FL Regular Excess Interest and the Swap ContractExcess Interest Distribution Account, each in the time or times and in the manner required by the Code and Code. (Db) furnishIf the Paying Agent determines that any Class Z Certificate is held through a nominee, or cause to be furnished, to the Class S Certificateholders, their allocable share of income with respect to Excess Interest accrued or received, as applicable. The Grantor Trust is will be treated as a WHFIT that is a WHMT. The Trustee In such event, the Paying Agent will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee Paying Agent to do so is provided to the Trustee Paying Agent on a timely basis. The Trustee is hereby directed to assume that DTC is the only "middleman" as defined by the WHFIT Regulations unless the Depositor provides the Trustee with the identities of other "middlemen" that are Certificateholders. The Trustee Paying Agent shall be entitled to rely on the first sentence of this paragraph its determination that a Class Z Certificate is held through a middleman and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect. . (c) The TrusteePaying Agent, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee Paying Agent shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Trustee Paying Agent shall make available (via its website) WHFIT information to Certificateholders annually. In addition, the Trustee Paying Agent shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. . (d) The Trustee Paying Agent shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, Paying Agent or (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar yearPaying Agent. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee Paying Agent with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Trustee Paying Agent shall assume there is no secondary market trading of WHFIT interests. . (e) To the extent required by the WHFIT Regulations, the Trustee Paying Agent shall use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP for the Certificates that represent ownership of a WHFITClass Z Certificates. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee Paying Agent shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have a CUSIP has been received. Absent the receipt of a CUSIP, the Trustee Paying Agent will use a reasonable identifier number in lieu of a CUSIP. The Trustee Paying Agent shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's sole discretion, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trust. [End of Article IV].

Grantor Trust Reporting. (a) The parties intend that the portion of the Class 2-A-1-2 Supplemental Interest Trust Fund constituting the Grantor Trust, which consists of (i) the Excess Interest allocable to the Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to the Excess Interest allocable to the Mortgage Loans and the Excess Interest Distribution Account and (ii) the Class A-2FL Regular Interest, the Swap Contract, the Floating Rate Account and proceeds thereof, shall constitute, and that the affairs of the Class 2-A-1-2 Supplemental Interest Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to qualify such portion as, a "“grantor trust" ” under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention. (b) The parties intend that the Class 2-A-1-6 Supplemental Interest Trust shall constitute, and that the Trustee shall have no power to vary the investment affairs of the Class A-2FL Certificateholders in their related assets 2-A-1-6 Supplemental Interest Trust shall be conducted so as to improve their rate qualify such portion as, a “grantor trust” under subpart E, Part I of return. In addition, the Trustee shall (A) as soon as possible after the Swap Contract is entered into (but no later than the first payment date under the Swap Contract), obtain a taxpayer identification number subchapter J of the Grantor Code, and the provisions hereof shall be interpreted consistently with this intention. (c) Each of the Class 2-A-1-2 Supplemental Interest Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust on an IRS Form W-9 to the Swap Counterparty and, if requested by the Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY; provided that Trustee shall not be responsible for failure to obtain a taxpayer identification number for the Grantor Trust if the Trustee timely takes all requisite action and such failure relates solely to a delay by the IRS in issuing such taxpayer identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause, (C) furnish, or cause to be furnished, to the Class A-2FL Certificateholders, their allocable share of income and expense with respect to the Class A-2FL Regular 2-A-1-6 Supplemental Interest and the Swap Contract, each in the time or times and in the manner required by the Code and (D) furnish, or cause to be furnished, to the Class S Certificateholders, their allocable share of income with respect to Excess Interest accrued or received, as applicable. The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Trustee Securities Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee Securities Administrator to do so is provided to the Trustee Securities Administrator on a timely basis. The Trustee is hereby directed to Securities Administrator shall assume that DTC the Depository is the only "“middleman" ” (as such term is defined by in the WHFIT Regulations Regulations) with respect to the Class 2-A-1-2 Certificates and the Class 2-A-1-6 Certificates unless the Depositor provides the Trustee Securities Administrator with the identities of other "“middlemen" that are Certificateholders” with respect to the Class 2-A-1-2 Certificates and the Class 2-A-1-6 Certificates. The Trustee shall Securities Administrator will not be entitled liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of the grantor trust as a WHFIT or failing to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes identify whether or not each grantor trust is a determination that the first sentence of this paragraph is incorrect. WHFIT. (d) The TrusteeSecurities Administrator, in its discretion, shall will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee shall Securities Administrator will be under no obligation to determine whether any Class 2-A-1-2 Certificateholder or Class 2-A-1-6 Certificateholder uses the cash or accrual method. The Trustee shall Securities Administrator will make available (via its website) WHFIT information to Class 2-A-1-2 Certificateholders and Class 2-A-1-6 Certificateholders annually. In addition, the Trustee shall Securities Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Class 2-A-1-2 Certificateholder or Class 2-A-1-6 Certificateholder, unless requested by the Class 2-A-1-2 Certificateholder or Class 2-A-1-6 Certificateholder. . (e) The Trustee Securities Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the TrusteeSecurities Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Trustee Securities Administrator or (iii) the inability of the TrusteeSecurities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securitiesthe Class 2-A-1-2 Certificates or the Class 2-A-1-6 Certificates, including the price, amount of proceeds and date of sale. Absent receipt of , such information regarding any sale of Certificates, including the price, amount of proceeds and date of sale as received from the beneficial owner thereof or the Depositor, the Trustee shall Securities Administrator may assume there is no secondary market trading of WHFIT interests. . (f) To the extent required by the WHFIT Regulations, the Trustee shall Securities Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Class 2-A-1-2 Certificates and Class 2-A-1-6 Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee shall Securities Administrator will not publish any associated Reg S CUSIPs. The Securities Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee Securities Administrator will use a reasonable identifier number in lieu of a CUSIP. The Trustee shall Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. . (g) The Trustee Securities Administrator shall have no obligation to monitor whether a grantor trust has become a WHFIT following the Closing Date, and shall report under the WHFIT Regulations only to the extent it receives written notice of the same. (h) The Securities Administrator shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of (i) the failure of the Depositor to timely inform the Securities Administrator of the designation of a grantor trust as a WHFIT, (ii) a grantor trust becoming a WHFIT after the Closing Date (if compensation is not already provided for this contingency) or (iii) a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's Securities Administrator’s sole discretion, a material increase in the Trustee's Securities Administrator’s reporting obligations in respect of the related Grantor Trust. [End of Article IV]grantor trust.

Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust, which consists of (i) the Excess Interest allocable to the Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to the Excess Interest allocable to the Mortgage Loans and the Excess Interest Distribution Account and (ii) the Class A-2FL A-MFL Regular Interest, the Class A-JFL Regular Interest, the Swap ContractContracts, the Floating Rate Account Accounts and proceeds thereof, shall constitute, and that the affairs of such portion of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to qualify such portion as, as a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall have no power to vary the investment of the Class A-2FL Certificateholders in their related assets so as to improve their rate of return. In addition, the Trustee shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 or such other form as may be applicable with the Internal Revenue Service and (B) furnish, or cause to be furnished, to the Class A-MFL Certificateholders, their allocable shares of income and expense with respect to the Class A-MFL Regular Interest and the related Swap Contract, each in the time or times and in the manner required by the Code, and (C) furnish, or cause to be furnished, to the Class A-JFL Certificateholders, their allocable shares of income and expense with respect to the Class A-JFL Regular Interest and the related Swap Contract, each in the time or times and in the manner required by the Code. (b) The Trustee shall deliver or cause to be delivered the federal taxpayer identification number of each Grantor Trust and a duly completed Internal Revenue Service Form W-9 for each Grantor Trust to the respective Swap Counterparty as soon as possible after the applicable Swap Contract is entered into (but no later than the first payment date under the applicable Swap Contract), ; provided that the Trustee has received the applicable taxpayer identification numbers from the IRS by such date (and the Trustee is obligated to use its best efforts to obtain a such taxpayer identification number of from the Grantor Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust on an IRS Form W-9 to the Swap Counterparty by such date)) and, if requested by the respective Swap Counterparty (unless not permitted under federal income tax law), ) an applicable IRS Form W-8IMY; provided that Trustee . Each non-exempt holders of the Class A-MFL and Class A-JFL Certificates shall not be responsible for failure obligated pursuant to obtain a taxpayer identification number for the Grantor Trust if this Agreement to provide applicable certification to the Trustee timely takes all requisite action and such failure relates solely to a delay by the IRS in issuing such taxpayer identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause, (C) furnish, sent or cause to be furnished, faxed directly from such Certificateholder to the Class A-2FL Certificateholders, their allocable share of income and expense with respect to the Class A-2FL Regular Interest and the Swap Contract, each in the time or times and in the manner required by the Code and (DCounterparty) furnish, or cause to be furnished, to the Class S Certificateholders, their allocable share of income with respect to Excess Interest accrued or received, as applicable. The Grantor Trust is a WHFIT that is a WHMT. The Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided make payments to the Trustee on a timely basisholders of the Class A-MFL and Class A-JFL Certificates without federal withholding or backup withholding. The Trustee is hereby directed to assume that DTC is the only "middleman" as defined As authorized by the WHFIT Regulations unless Holders of the Depositor provides the Trustee with the identities of other "middlemen" that are Certificateholders. The Trustee shall be entitled to rely on the first sentence of Class A-MFL and Class A-JFL Certificates under this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect. The Trustee, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Trustee shall make available (via its website) WHFIT information to Certificateholders annually. In additionAgreement, the Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to may forward any Certificateholder, unless requested by the Certificateholder. The Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided certification received to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Trustee shall assume there is no secondary market trading of WHFIT interests. To the extent required by the WHFIT Regulations, the Trustee shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, respective Swap Counterparty if such change requires, in the Trustee's sole discretion, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trustrequested. [End of Article IV]

Grantor Trust Reporting. The parties intend that the portion portions of the Trust Fund constituting consisting of the Grantor Trust, which consists of (i) the Excess Post-ARD Additional Interest allocable to the Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to the Excess Interest allocable to the Mortgage Loans and the Excess Post-ARD Additional Interest Distribution Account Account, beneficially owned by the Holders of the Class V Certificates and (ii) the Class A-2FL A-MFL Regular Interest, the Swap Contract, Agreement and the Floating Rate Account and proceeds thereofAccount, beneficially owned by the Holders of the Class A-MFL Certificates shall constitute, and that the affairs of such portions of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to qualify cause such portion asportions to be treated as a Grantor Trust. In furtherance of such intention, a "grantor trust" under subpart E, Part I of subchapter J the Trustee agrees not to vary the investment of the Code, and Class V Certificateholders or the provisions hereof shall be interpreted consistently Class A-MFL Certificateholders in the Grantor Trust with this intentiona view to taking advantage of fluctuations in market rates of interest to improve their rates of return. In furtherance of such intention, the Trustee shall have no power furnish or cause to vary be furnished to Class V Certificateholders and the investment Class A-MFL Certificateholders information returns with respect to income relating to their share of the related Post-ARD Additional Interest or income and deductions in respect of the Class A-2FL Certificateholders A-MFL Regular Interest and the Swap Agreement, as applicable, and such other information as may be required pursuant to the Code, and shall file or cause to be filed with the Internal Revenue Service, such information returns, schedules and other information, together with Form 1041 or such other form as may be applicable, at the time or times and in their related assets so as to improve their rate of returnthe manner required by the Code. In addition, the The Trustee shall (A) as soon as possible after the Swap Contract is entered into (but no later than the first payment date under the Swap Contract), obtain a taxpayer identification number of the Grantor Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust that holds the Swap Agreement on an IRS Form W-9 to the Swap Counterparty as soon as possible after such Swap Agreement is entered into (but no later than the first payment date under such Swap Agreement) and, if requested by the Swap Counterparty (unless not permitted under federal income tax law), ) an applicable IRS Form W-8IMY; provided that Trustee . Each non-exempt Holder of Class A-MFL Certificates shall not be responsible for failure obligated pursuant to obtain a taxpayer identification number for the Grantor Trust if this Agreement to provide applicable certification to the Trustee timely takes all requisite action and (with copies sent or faxed directly from such failure relates solely Certificateholder to a delay the Swap Counterparty) to enable the Trustee to make payments to the Holders of the Class A-MFL Certificates without federal withholding or backup withholding. As authorized by the IRS in issuing such taxpayer identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies Holders of the statements in Class A-MFL Certificates under this Agreement, the following clause, (C) furnish, or cause to be furnished, Trustee may forward any such certification received to the Class A-2FL CertificateholdersSwap Counterparty if requested. Without limiting the generality of the foregoing, their allocable share of income and expense with respect the Depositor, within 10 days following the Trustee's request therefor, shall provide in writing to the Class A-2FL Regular Interest and the Swap Contract, each in the time or times and in the manner required by the Code and (D) furnish, or cause to be furnished, to the Class S Certificateholders, their allocable share of income with respect to Excess Interest accrued or received, as applicable. The Grantor Trust is a WHFIT that is a WHMT. The Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably requested by the Trustee for tax purposes and compliance with the administration and reporting duties under the Grantor Trust Provisions, and the Trustee's duty to perform its reporting and other tax compliance obligations under this Section 4.06 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to enable permit the Trustee to do so is provided to the Trustee on a timely basis. The Trustee is hereby directed to assume that DTC is the only "middleman" as defined by the WHFIT Regulations unless the Depositor provides the Trustee with the identities of other "middlemen" that are Certificateholders. The Trustee shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect. The Trustee, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Trustee shall make available (via its website) WHFIT information to Certificateholders annually. In addition, the Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. The Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if perform such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Trustee shall assume there is no secondary market trading of WHFIT interests. To the extent required by the WHFIT Regulations, the Trustee shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's sole discretion, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trust. [End of Article IV]obligations.

Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust, which consists of (i) the Excess Interest allocable to the Mortgage Loans, proceeds thereof held in the Certificate Account pertaining to the Excess Interest allocable to the Mortgage Loans and the Excess Interest Distribution Account and (ii) the Class A-2FL A-MFL Regular Interest, the Swap Contract, the Floating Rate Account and proceeds thereof, shall constitute, and that the affairs of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall have no power to vary the investment of the Class A-2FL A-MFL Certificateholders in their related assets so as to improve their rate of return. In addition, the Trustee Paying Agent shall (A) as soon as possible after the Swap Contract is entered into (but no later than the first payment date under the Swap Contract), obtain a taxpayer identification number of for the Grantor Trust and deliver or cause to be delivered the federal taxpayer identification number of the Grantor Trust on an IRS Form W-9 to the Swap Counterparty and, if requested by the Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY; provided that Trustee shall not be responsible for failure to obtain a taxpayer identification number for the Grantor Trust if the Trustee timely takes all requisite action and such failure relates solely to a delay by the IRS in issuing such taxpayer identification number, (B) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause, and (C) furnish, or cause to be furnished, to the Class A-2FL A-MFL Certificateholders, their allocable share of income and expense with respect to the Class A-2FL A-MFL Regular Interest and the Swap Contract, each in the time or times and in the manner required by the Code and Code. (Db) furnish, or cause to be furnished, to the Class S Certificateholders, their allocable share of income with respect to Excess Interest accrued or received, as applicable. The Grantor Trust is and shall be treated as a WHFIT that is a WHMTNMWHFIT. The Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so so, and is not in the possession of the Trustee, is provided to the Trustee on a timely basis. The Trustee is hereby directed to assume that DTC The Depository Trust Company is the only "middleman" as defined by the WHFIT Regulations unless the Depositor provides the Trustee with the identities of other "middlemen" that are Certificateholders. The Trustee shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service IRS makes a determination that the first sentence of this paragraph is incorrect. . (c) The Trustee, in its discretion, shall will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee shall will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Trustee shall will make available (via its website) WHFIT information to Certificateholders annually. In addition, the Trustee shall will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. . (d) The Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor or for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee that is not in the possession of the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Trustee shall may assume there is no secondary market trading of WHFIT interests. . (e) To the extent required by the WHFIT Regulations, the Trustee shall will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee shall will not publish any associated Reg S CUSIPs. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee shall will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. . (f) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's sole and reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trustgrantor trust. [End of Article IV]