Common use of WHFIT Regulation Compliance Clause in Contracts

WHFIT Regulation Compliance. (a) The Securities Administrator shall treat the ES Trust as a WHMT. The Securities Administrator will report to the Holders of the Certificates (other than the Class A-R Certificates), as the beneficial owners of the ES Trust, as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable Securities Administrator to do so is provided to Securities Administrator on a timely basis. The Securities Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the incorrect determination of the status of the ES Trust as a WHFIT or failing to identify whether or not the ES Trust is a WHFIT. (b) The Securities Administrator, in its discretion, will report required WHFIT information to the beneficial owner of the ES Trust using either the cash or accrual method and will specify the method used by it, except to the extent the WHFIT Regulations specifically require a different method. The Securities Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Securities Administrator will make available WHFIT information to Certificateholders on its website. In addition, except for posting such information on its website, the Securities Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by that Certificateholder. (c) The 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 Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to Securities Administrator, or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information neceesary to fully comply with the WHFIT Regulations for the 2007 calendar year. Absent receipt of information from the owner of a Class of Certificates (other than the Class A-R Certificates) representing, in whole or in part, beneficial ownership of an interest in a WHFIT, or the Depositor regarding any sale of securities, including the price, amount of proceeds and date of sale, the Securities Administrator will assume there is no secondary market trading of WHFIT interests. (d) To the extent required by the WHFIT Regulations, the Securities Administrator will publish on an appropriate website or otherwise make available the CUSIPs for the certificates that represent ownership of a WHFIT. The Securities Administrator will use its best efforts to keep the information accurate and updated to the extent CUSIPs have been received. The Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (e) 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 a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or their counsel, if such change requires, in the Securities Administrator’s reasonable discretion, a material increase in its reporting obligations in respect of the ES Trust.

WHFIT Regulation Compliance. (a) The Securities Administrator shall treat the ES Trust as a WHMT. The Securities Administrator will report to the Holders of the Certificates (other than the Class A-R Certificates), as the beneficial owners of the ES Trust, as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable Securities Administrator to do so is provided to Securities Administrator on a timely basis. The Securities Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the incorrect determination of the status of the ES Trust as a WHFIT or failing to identify whether or not the ES Trust is a WHFIT. (b) The Securities Administrator, in its discretion, will report required WHFIT information to the beneficial owner of the ES Trust using either the cash or accrual method and will specify the method used by it, except to the extent the WHFIT Regulations specifically require a different method. The Securities Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Securities Administrator will make available WHFIT information to Certificateholders on its website. In addition, except for posting such information on its website, the Securities Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by that Certificateholder. (c) The 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 Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to Securities Administrator, or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information neceesary necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Absent receipt of information from the owner of a Class of Certificates (other than the Class A-R Certificates) representing, in whole or in part, beneficial ownership of an interest in a WHFIT, or the Depositor regarding any sale of securities, including the price, amount of proceeds and date of sale, the Securities Administrator will assume there is no secondary market trading of WHFIT interests. (d) To the extent required by the WHFIT Regulations, the Securities Administrator will publish on an appropriate website or otherwise make available the CUSIPs for the certificates that represent ownership of a WHFIT. The Securities Administrator will use its best efforts to keep the information accurate and updated to the extent CUSIPs have been received. The Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (e) 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 a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or their counsel, if such change requires, in the Securities Administrator’s reasonable discretion, a material increase in its reporting obligations in respect of the ES Trust.

WHFIT Regulation Compliance. (a) The Securities Administrator shall treat the ES Trust as a WHMT. The Securities Administrator will report to the Holders of the Certificates (other than the Class A-R Certificates), as the beneficial owners of the ES Trust, as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable Securities Administrator to do so is provided to Securities Administrator on a timely basis. The Securities Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the incorrect determination of the status of the ES Trust as a WHFIT or failing to identify whether or not the ES Trust is a WHFIT. (b) The Securities Administrator, in its discretion, will report required WHFIT information to the beneficial owner of the ES Trust using either the cash or accrual method and will specify the method used by it, except to the extent the WHFIT Regulations specifically require a different method. The Securities Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Securities Administrator will make available WHFIT information to Certificateholders on its website. In addition, except for posting such information on its website, the Securities Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by that Certificateholder. (c) The 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 Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to Securities Administrator, or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information neceesary necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Absent receipt of information from the owner of a Class of Certificates (other than the Class A-R Certificates) representing, in whole or in part, beneficial ownership of an interest in a WHFIT, or the Depositor regarding any sale of securities, including the price, amount of proceeds and date of sale, the Securities Administrator will assume there is no secondary market trading of WHFIT interests. (d) To the extent required by the WHFIT Regulations, the Securities Administrator will publish on an appropriate website or otherwise make available the CUSIPs for the certificates that represent ownership of a WHFIT. The Securities Administrator will use its best efforts to keep the information accurate and updated to the extent CUSIPs have been received. The Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (e) 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 a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or their counsel, if such change requires, in the Securities Administrator’s reasonable discretion, a material increase in its reporting obligations in respect of the ES Trust. Section 7.01. Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans. (a) The respective obligations and responsibilities of the Trustee, the Securities Administrator and the Master Servicer created hereby (other than the obligation of the Securities Administrator to make payments to the Certificateholders as set forth in Section 7.02), shall terminate on the earliest of (i) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property, (ii) the sale of the property held by the Trust Fund in accordance with Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof. Any termination of the Trust Fund shall be carried out in such a manner so that the termination of each REMIC included therein shall qualify as a “qualified liquidation” under the REMIC Provisions. (b) [Reserved]. (c) On any Distribution Date occurring on or after the Initial Optional Purchase Date related to the Aggregate Group I Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Aggregate Group I Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Aggregate Group I Mortgage Loans and all other assets of the Trust Fund related to the Aggregate Group I Certificates (with respect to the Aggregate Group I Mortgage Loans, the “Aggregate Group I Purchase Date”) deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the Aggregate Group I Purchase Date. Upon exercise of such option, the property of the Trust Fund related to the Aggregate Group I Mortgage Loans shall be sold to the Master Servicer at a price equal to the related Redemption Price. On any Distribution Date occurring on or after the Initial Optional Purchase Date related to the Aggregate Group II Mortgage Loans, the Master Servicer has the option to cause the Trust Fund to adopt a plan of complete liquidation of the Aggregate Group II Mortgage Loans pursuant to Sections 7.02 and 7.03 hereof to sell all of the property related thereto. If the Master Servicer elects to exercise such option, it shall no later than 30 days prior to the Distribution Date selected for purchase of the Aggregate Group II Mortgage Loans and all other assets of the Trust Fund related to the Aggregate Group II Certificates (with respect to the Aggregate Group II Mortgage Loans, the “Aggregate Group II Purchase Date”) deliver written notice to the Trustee and the Securities Administrator and either (a) deposit in the Distribution Account the Redemption Price or (b) state in such notice that the Redemption Price shall be deposited in the Distribution Account not later than 10:00 a.m., New York City time, on the Aggregate Group II Purchase Date. Upon exercise of such option, the property of the Trust Fund related to the Aggregate Group II Mortgage Loans shall be sold to the Master Servicer at a price equal to the Redemption Price. (d) The Depositor, the Master Servicer, each Servicer, the Securities Administrator, the Trustee and the Custodian shall be reimbursed from the Redemption Price for any Advances, Servicer Advances, accrued and unpaid Servicing Fees or other amounts with respect to the Mortgage Loans and any related assets being purchased pursuant to Section 7.01(c) above that are reimbursable to such parties (and such other amounts which, if not related to the Mortgage Loans and other assets of the Trust Fund not being purchased, that are then due and owing to any such Person) under this Agreement and the related Purchase and Servicing Agreement or the related Custodial Agreement.