Common use of The Grantor Trust Certificates Clause in Contracts

The Grantor Trust Certificates. (a) The Depository, the Depositor and the Grantor Trust Trustee have entered into a letter agreement dated as of October 24, 2007 (the “Depository Agreement”). Except as provided in Subsection 4.01(b), the Grantor Trust Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Grantor Trust Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the Depository as representative of the Grantor Trust Certificate Owners for purposes of exercising the rights of Grantor Trust Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Grantor Trust Certificate Owners. Each Depository Participant shall only transfer Grantor Trust Certificates of Grantor Trust Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trust Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trust Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Grantor Trust Certificate Owners of not less than 51% of the Percentage Interests of the Grantor Trust Certificates advise the Grantor Trust Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Grantor Trust Certificates through the Depository (or its successor) is no longer in the best interests of the Grantor Trust Certificate Owners, then the Grantor Trust Trustee shall request that the Depository notify all Grantor Trust Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Grantor Trust Certificates (the “Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners requesting the same. Upon surrender to the Grantor Trust Trustee of the Grantor Trust Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trust Trustee shall issue the Definitive Grantor Trust Certificates. Neither the Depositor nor the Grantor Trust Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Grantor Trust Certificates shall be substantially in the form set forth in Exhibit A hereto. The Grantor Trust Certificates shall be executed by manual signature on behalf of the Grantor Trust Trustee in its capacity as Grantor Trust Trustee hereunder by an authorized officer. Grantor Trust Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Grantor Trust Trustee shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Grantor Trust Certificates or did not hold such offices at the date of such Grantor Trust Certificates. No Grantor Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Grantor Trust Certificate a certificate of authentication substantially in the form provided for herein executed by the Grantor Trust Trustee by manual signature, and such certificate upon any Grantor Trust Certificate shall be conclusive evidence, and the only evidence, that such Grantor Trust Certificate has been duly authenticated and delivered hereunder. All Grantor Trust Certificates shall be dated the date of their authentication. Pending the preparation of Definitive Grantor Trust Certificates, the Grantor Trust Trustee may sign and authenticate temporary Grantor Trust Certificates that are printed, lithographed or typewritten, in authorized denominations for Grantor Trust Certificates, substantially of the tenor of the Definitive Grantor Trust Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Grantor Trust Certificates may determine, as evidenced by their execution of such Grantor Trust Certificates. If temporary Grantor Trust Certificates are issued, the Depositor will cause Definitive Grantor Trust Certificates to be prepared without unreasonable delay. After the preparation of Definitive Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be exchangeable for Definitive Grantor Trust Certificates upon surrender of the temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trust Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Grantor Trust Certificates. Until so exchanged, such temporary Grantor Trust Certificates shall in all respects be entitled to the same benefits as Definitive Grantor Trust Certificates. Each of the Grantor Trust Certificates will be initially registered as a single Grantor Trust Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Grantor Trust Certificates shall be issued in the aggregate dollar denominations as set forth in the following table: X-0 $ 24,759,000.00

The Grantor Trust Certificates. (a) The Depository, the Depositor and the Grantor Trust Trustee have entered into a letter agreement dated as Each class of October 24, 2007 (the “Depository Agreement”). Except as provided in Subsection 4.01(b), the Grantor Trust Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Grantor Trust Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the Depository as representative of the Grantor Trust Certificate Owners for purposes of exercising the rights of Grantor Trust Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Grantor Trust Certificate Owners. Each Depository Participant shall only transfer Grantor Trust Certificates of Grantor Trust Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trust Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trust Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Grantor Trust Certificate Owners of not less than 51% of the Percentage Interests of the Grantor Trust Certificates advise the Grantor Trust Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Grantor Trust Certificates through the Depository (or its successor) is no longer in the best interests of the Grantor Trust Certificate Owners, then the Grantor Trust Trustee shall request that the Depository notify all Grantor Trust Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Grantor Trust Certificates (the “Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners requesting the same. Upon surrender to the Grantor Trust Trustee of the Grantor Trust Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trust Trustee shall issue the Definitive Grantor Trust Certificates. Neither the Depositor nor the Grantor Trust Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Grantor Trust Certificates shall be substantially in the form set forth in Exhibit A heretoand shall, on original issue, be executed and delivered by the Grantor Trustee to the Grantor Trust Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Grantor Trustee or one or more Custodians of the documents specified in Section 2.01. Each class of Grantor Trust Certificates shall be issued in a single certificate, in fully registered, definitive form, representing not less than 100% percentage interest in such class of Grantor Trust Certificates. The Class A Grantor Trust Certificate evidences the entire beneficial ownership of the Mortgage Loans and the proceeds thereof, other than amounts that are payable in respect of the Class B Grantor Trust Certificates. The rights of the Grantor Trust Certificateholders to receive distributions from the proceeds of the Grantor Trust, and all ownership interests of the Grantor Trust Certificateholder in such distributions, shall be as set forth in this Agreement. The Class B Grantor Trust Certificate evidences the right to receive any and all income and gain realized from any investment of funds in the Master Servicer Collection Account in excess of the three Business Days of investment income payable to the Master Servicer pursuant to Section 2.13 of the Servicing Agreement (the sum of such amounts, the “Class B Grantor Trust Certificate Payment Amount”). The risk of loss of moneys required to be distributed to the Grantor Trust Certificateholders resulting from such investments shall be borne by and be the risk of the Class B Grantor Trust Certificateholder. The Class B Grantor Trust Certificateholder shall remit the related Loss Allocation Amount to the Master Servicer for deposit into the Master Servicer Collection Account not later than 3:00 p.m. New York time on the Business Day prior to the related Payment Date. The Grantor Trust Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Grantor Trust Trustee in its capacity as Grantor Trust Trustee hereunder by an authorized officerTrustee. The Grantor Trust Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Grantor Trust Trustee shall be entitled to all benefits under this Agreement, subject to bind the following sentenceGrantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Grantor Trust Certificates or did not hold such offices at the date of such Grantor Trust Certificates. No Grantor Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Grantor Trust Certificate a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Grantor Trust Trustee Certificate Registrar by manual signature, and such certificate Certificate of Authentication upon any Grantor Trust Certificate shall be conclusive evidence, and the only evidence, that such Grantor Trust Certificate has been duly authenticated and delivered hereunder. All The Grantor Trust Certificates Certificate shall be dated the date of their its authentication. Pending the preparation of Definitive Grantor Trust Certificates, the Grantor Trust Trustee may sign and authenticate temporary Grantor Trust Certificates that are printed, lithographed or typewritten, in authorized denominations for Grantor Trust Certificates, substantially of the tenor of the Definitive Grantor Trust Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Grantor Trust Certificates may determine, as evidenced by their execution of such Grantor Trust Certificates. If temporary Grantor Trust Certificates are issued, the Depositor will cause Definitive Grantor Trust Certificates to be prepared without unreasonable delay. After the preparation of Definitive Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be exchangeable for Definitive Grantor Trust Certificates upon surrender of the temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trust Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Grantor Trust Certificates. Until so exchanged, such temporary Grantor Trust Certificates shall in all respects be entitled to the same benefits as Definitive Grantor Trust Certificates. Each of the Grantor Trust Certificates will be initially registered as a single Grantor Trust Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Grantor Trust Certificates shall be issued in the aggregate dollar denominations as set forth in the following table: X-0 $ 24,759,000.00.

The Grantor Trust Certificates. (a) The Depository, the Depositor and the Grantor Trust Trustee have entered into a letter agreement dated as Each class of October 24, 2007 (the “Depository Agreement”). Except as provided in Subsection 4.01(b), the Grantor Trust Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Grantor Trust Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the Depository as representative of the Grantor Trust Certificate Owners for purposes of exercising the rights of Grantor Trust Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Grantor Trust Certificate Owners. Each Depository Participant shall only transfer Grantor Trust Certificates of Grantor Trust Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trust Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trust Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Grantor Trust Certificate Owners of not less than 51% of the Percentage Interests of the Grantor Trust Certificates advise the Grantor Trust Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Grantor Trust Certificates through the Depository (or its successor) is no longer in the best interests of the Grantor Trust Certificate Owners, then the Grantor Trust Trustee shall request that the Depository notify all Grantor Trust Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Grantor Trust Certificates (the “Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners requesting the same. Upon surrender to the Grantor Trust Trustee of the Grantor Trust Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trust Trustee shall issue the Definitive Grantor Trust Certificates. Neither the Depositor nor the Grantor Trust Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Grantor Trust Certificates shall be substantially in the form set forth in Exhibit A heretoand shall, on original issue, be executed and delivered by the Grantor Trustee to the Grantor Trust Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Grantor Trustee or one or more Custodians of the documents specified in Section 2.01. Each class of Grantor Trust Certificates shall be issued in a single certificate, in fully registered, definitive form, representing not less than 100% percentage interest in such class of Grantor Trust Certificates. The Class A Grantor Trust Certificate evidences the entire beneficial ownership of the Mortgage Loans and the proceeds thereof, other than amounts that are payable in respect of the Class B Grantor Trust Certificates. The rights of the Grantor Trust Certificateholders to receive distributions from the proceeds of the Grantor Trust, and all ownership interests of the Grantor Trust Certificateholder in such distributions, shall be as set forth in this Agreement. The Class B Grantor Trust Certificate evidences the right to receive any and all income and gain realized from any investment of funds in the Master Servicer Collection Account in excess of the two Business Days of investment income payable to the Master Servicer pursuant to Section 2.13 of the Servicing Agreement and the right to receive any and all income and gain realized from any investment of funds in the Payment Account pursuant to Section 3.01(c) of the Indenture (the sum of such amounts, the "Class B Grantor Trust Certificate Payment Amount"). The risk of loss of moneys required to be distributed to the Grantor Trust Certificateholders resulting from such investments shall be borne by and be the risk of the Class B Grantor Trust Certificateholder. The Class B Grantor Trust Certificateholder shall remit the related Loss Allocation Amount to the Securities Administrator for deposit into the Payment Account not later than 3:00 p.m. New York time on the Business Day prior to the related Payment Account Deposit Date, and any loss of investment of funds in the Payment Account no later than 10:00 a.m. New York time on the related Payment Date. The Grantor Trust Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Grantor Trust Trustee in its capacity as Grantor Trust Trustee hereunder by an authorized officerTrustee. The Grantor Trust Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Grantor Trust Trustee shall be entitled to all benefits under this Agreement, subject to bind the following sentenceGrantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Grantor Trust Certificates or did not hold such offices at the date of such Grantor Trust Certificates. No Grantor Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Grantor Trust Certificate a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Grantor Trust Trustee Certificate Registrar by manual signature, and such certificate Certificate of Authentication upon any Grantor Trust Certificate shall be conclusive evidence, and the only evidence, that such Grantor Trust Certificate has been duly authenticated and delivered hereunder. All Grantor Trust Certificates shall be dated the date of their authentication. Pending the preparation of Definitive Grantor Trust Certificates, the Grantor Trust Trustee may sign and authenticate temporary Grantor Trust Certificates that are printed, lithographed or typewritten, in authorized denominations for Grantor Trust Certificates, substantially of the tenor of the Definitive Grantor Trust Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Grantor Trust Certificates may determine, as evidenced by their execution of such Grantor Trust Certificates. If temporary Grantor Trust Certificates are issued, the Depositor will cause Definitive Grantor Trust Certificates to be prepared without unreasonable delay. After the preparation of Definitive Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be exchangeable for Definitive Grantor Trust Certificates upon surrender of the temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trust Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Grantor Trust Certificates. Until so exchanged, such temporary Grantor Trust Certificates shall in all respects be entitled to the same benefits as Definitive Grantor Trust Certificates. Each of the Grantor Trust Certificates will be initially registered as a single Grantor Trust Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Grantor Trust Certificates shall be issued in the aggregate dollar denominations as set forth in the following table: X-0 $ 24,759,000.00Grantor

The Grantor Trust Certificates. (a) The Depository, the Depositor and the Grantor Trust Trustee have entered into a letter agreement dated as of October 24August 31, 2007 (the “Depository Agreement”). Except as provided in Subsection 4.01(b), the Grantor Trust Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Grantor Trust Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the Depository as representative of the Grantor Trust Certificate Owners for purposes of exercising the rights of Grantor Trust Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Grantor Trust Certificate Owners. Each Depository Participant shall only transfer Grantor Trust Certificates of Grantor Trust Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trust Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trust Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Grantor Trust Certificate Owners of not less than 51% of the Percentage Interests of the Grantor Trust Certificates advise the Grantor Trust Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Grantor Trust Certificates through the Depository (or its successor) is no longer in the best interests of the Grantor Trust Certificate Owners, then the Grantor Trust Trustee shall request that the Depository notify all Grantor Trust Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Grantor Trust Certificates (the “Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners requesting the same. Upon surrender to the Grantor Trust Trustee of the Grantor Trust Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trust Trustee shall issue the Definitive Grantor Trust Certificates. Neither the Depositor nor the Grantor Trust Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Grantor Trust Certificates shall be substantially in the form set forth in Exhibit A hereto. The Grantor Trust Certificates shall be executed by manual signature on behalf of the Grantor Trust Trustee in its capacity as Grantor Trust Trustee hereunder by an authorized officer. Grantor Trust Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Grantor Trust Trustee shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Grantor Trust Certificates or did not hold such offices at the date of such Grantor Trust Certificates. No Grantor Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Grantor Trust Certificate a certificate of authentication substantially in the form provided for herein executed by the Grantor Trust Trustee by manual signature, and such certificate upon any Grantor Trust Certificate shall be conclusive evidence, and the only evidence, that such Grantor Trust Certificate has been duly authenticated and delivered hereunder. All Grantor Trust Certificates shall be dated the date of their authentication. Pending the preparation of Definitive Grantor Trust Certificates, the Grantor Trust Trustee may sign and authenticate temporary Grantor Trust Certificates that are printed, lithographed or typewritten, in authorized denominations for Grantor Trust Certificates, substantially of the tenor of the Definitive Grantor Trust Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Grantor Trust Certificates may determine, as evidenced by their execution of such Grantor Trust Certificates. If temporary Grantor Trust Certificates are issued, the Depositor will cause Definitive Grantor Trust Certificates to be prepared without unreasonable delay. After the preparation of Definitive Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be exchangeable for Definitive Grantor Trust Certificates upon surrender of the temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trust Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Grantor Trust Certificates. Until so exchanged, such temporary Grantor Trust Certificates shall in all respects be entitled to the same benefits as Definitive Grantor Trust Certificates. Each of the Grantor Trust Certificates will be initially registered as a single Grantor Trust Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Grantor Trust Certificates shall be issued in the aggregate dollar denominations as set forth in the following table: X-0 I-A-1 $ 24,759,000.00330,443,000.00 I-A-2 $ 82,611,131.89 II-A-1 $ 160,958,000.00 II-A-2 $ 40,239,014.56

The Grantor Trust Certificates. (a) The Depository, the Depositor and the Grantor Trust Trustee have entered into a letter agreement dated as of October 24August 31, 2007 (the “Depository Agreement”). Except as provided in Subsection 4.01(b), the Grantor Trust Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Grantor Trust Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the Depository as representative of the Grantor Trust Certificate Owners for purposes of exercising the rights of Grantor Trust Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Grantor Trust Certificate Owners. Each Depository Participant shall only transfer Grantor Trust Certificates of Grantor Trust Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trust Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trust Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Grantor Trust Certificate Owners of not less than 51% of the Percentage Interests of the Grantor Trust Certificates advise the Grantor Trust Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Grantor Trust Certificates through the Depository (or its successor) is no longer in the best interests of the Grantor Trust Certificate Owners, then the Grantor Trust Trustee shall request that the Depository notify all Grantor Trust Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Grantor Trust Certificates (the “Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners requesting the same. Upon surrender to the Grantor Trust Trustee of the Grantor Trust Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trust Trustee shall issue the Definitive Grantor Trust Certificates. Neither the Depositor nor the Grantor Trust Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Grantor Trust Certificates shall be substantially in the form set forth in Exhibit A hereto. The Grantor Trust Certificates shall be executed by manual signature on behalf of the Grantor Trust Trustee in its capacity as Grantor Trust Trustee hereunder by an authorized officer. Grantor Trust Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Grantor Trust Trustee shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Grantor Trust Certificates or did not hold such offices at the date of such Grantor Trust Certificates. No Grantor Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Grantor Trust Certificate a certificate of authentication substantially in the form provided for herein executed by the Grantor Trust Trustee by manual signature, and such certificate upon any Grantor Trust Certificate shall be conclusive evidence, and the only evidence, that such Grantor Trust Certificate has been duly authenticated and delivered hereunder. All Grantor Trust Certificates shall be dated the date of their authentication. Pending the preparation of Definitive Grantor Trust Certificates, the Grantor Trust Trustee may sign and authenticate temporary Grantor Trust Certificates that are printed, lithographed or typewritten, in authorized denominations for Grantor Trust Certificates, substantially of the tenor of the Definitive Grantor Trust Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Grantor Trust Certificates may determine, as evidenced by their execution of such Grantor Trust Certificates. If temporary Grantor Trust Certificates are issued, the Depositor will cause Definitive Grantor Trust Certificates to be prepared without unreasonable delay. After the preparation of Definitive Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be exchangeable for Definitive Grantor Trust Certificates upon surrender of the temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trust Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Grantor Trust Certificates. Until so exchanged, such temporary Grantor Trust Certificates shall in all respects be entitled to the same benefits as Definitive Grantor Trust Certificates. . (d) Each of the Grantor Trust Certificates will be initially registered as a single Grantor Trust Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Grantor Trust Certificates shall be issued in the aggregate dollar denominations as set forth in the following table: X-0 $ 24,759,000.00:

The Grantor Trust Certificates. (a) The Depository, the Depositor and the Grantor Trust Trustee have entered into a letter agreement dated as Each class of October 24, 2007 (the “Depository Agreement”). Except as provided in Subsection 4.01(b), the Grantor Trust Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Grantor Trust Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the Depository as representative of the Grantor Trust Certificate Owners for purposes of exercising the rights of Grantor Trust Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Grantor Trust Certificate Owners. Each Depository Participant shall only transfer Grantor Trust Certificates of Grantor Trust Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trust Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trust Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Grantor Trust Certificate Owners of not less than 51% of the Percentage Interests of the Grantor Trust Certificates advise the Grantor Trust Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Grantor Trust Certificates through the Depository (or its successor) is no longer in the best interests of the Grantor Trust Certificate Owners, then the Grantor Trust Trustee shall request that the Depository notify all Grantor Trust Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Grantor Trust Certificates (the “Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners requesting the same. Upon surrender to the Grantor Trust Trustee of the Grantor Trust Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trust Trustee shall issue the Definitive Grantor Trust Certificates. Neither the Depositor nor the Grantor Trust Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Grantor Trust Certificates shall be substantially in the form set forth in Exhibit A heretoand shall, on original issue, be executed and delivered by the Grantor Trustee to the Grantor Trust Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Grantor Trustee or one or more Custodians of the documents specified in Section 2.01. Each class of Grantor Trust Certificates shall be issued in a single certificate, in fully registered, definitive form, representing not less than 100% percentage interest in such class of Grantor Trust Certificates. The Class A Grantor Trust Certificate evidences the entire beneficial ownership of the Mortgage Loans and the proceeds thereof, other than amounts that are payable in respect of the Class B Grantor Trust Certificates. The rights of the Grantor Trust Certificateholders to receive distributions from the proceeds of the Grantor Trust, and all ownership interests of the Grantor Trust Certificateholder in such distributions, shall be as set forth in this Agreement. The Class B Grantor Trust Certificate evidences the right to receive any and all income and gain realized from any investment of funds in the Master Servicer Collection Account in excess of the two Business Days of investment income payable to the Master Servicer pursuant to Section 2.13 of the Servicing Agreement (the sum of such amounts, the "Class B Grantor Trust Certificate Payment Amount"). The risk of loss of moneys required to be distributed to the Grantor Trust Certificateholders resulting from such investments shall be borne by and be the risk of the Class B Grantor Trust Certificateholder. The Class B Grantor Trust Certificateholder shall remit the related Loss Allocation Amount to the Securities Administrator for deposit into the Payment Account not later than 3:00 p.m. New York time on the Business Day prior to the related Payment Account Deposit Date, and any loss of investment of funds in the Payment Account no later than 10:00 a.m. New York time on the related Payment Date. The Grantor Trust Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Grantor Trust Trustee in its capacity as Grantor Trust Trustee hereunder by an authorized officerTrustee. The Grantor Trust Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Grantor Trust Trustee shall be entitled to all benefits under this Agreement, subject to bind the following sentenceGrantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Grantor Trust Certificates or did not hold such offices at the date of such Grantor Trust Certificates. No Grantor Trust Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Grantor Trust Certificate a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Grantor Trust Trustee Certificate Registrar by manual signature, and such certificate Certificate of Authentication upon any Grantor Trust Certificate shall be conclusive evidence, and the only evidence, that such Grantor Trust Certificate has been duly authenticated and delivered hereunder. All Grantor Trust Certificates shall be dated the date of their authentication. Pending the preparation of Definitive Grantor Trust Certificates, the Grantor Trust Trustee may sign and authenticate temporary Grantor Trust Certificates that are printed, lithographed or typewritten, in authorized denominations for Grantor Trust Certificates, substantially of the tenor of the Definitive Grantor Trust Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Grantor Trust Certificates may determine, as evidenced by their execution of such Grantor Trust Certificates. If temporary Grantor Trust Certificates are issued, the Depositor will cause Definitive Grantor Trust Certificates to be prepared without unreasonable delay. After the preparation of Definitive Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be exchangeable for Definitive Grantor Trust Certificates upon surrender of the temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trust Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Grantor Trust Certificates. Until so exchanged, such temporary Grantor Trust Certificates shall in all respects be entitled to the same benefits as Definitive Grantor Trust Certificates. Each of the Grantor Trust Certificates will be initially registered as a single Grantor Trust Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Grantor Trust Certificates shall be issued in the aggregate dollar denominations as set forth in the following table: X-0 $ 24,759,000.00Grantor