Common use of Grantor Trust Administration Clause in Contracts

Grantor Trust Administration. The assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loan (in the case of the Class [EI] Certificates) and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class [EI] Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Certificates. The Trustee and the Paying Agent shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with the Internal Revenue Service, together with Form 1041 or such other form as may be applicable, information returns with respect to income relating to their shares of the income and expenses of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust, at the time or times and in the manner required by the Code.

Grantor Trust Administration. The assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loan (in the case of the Class [EI] Certificates) Loans and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class [EI] EI Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] EI Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as a grantor trusts trust for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. In addition, the Class A-MFL Certificates are hereby designated as undivided beneficial interests in the Class A-MFL Regular Interest, the Class A-MFL Swap Contract and the proceeds thereof in the Class A-MFL Floating Rate Account, which portions of the Trust Fund will be treated as a grantor trust within the meaning of subpart E, part I of Subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL EI Grantor Trust or the Class EI A-MFL Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3EI Certificates or the Class A-1FL or Class [EI] MFL Certificates, as the case may be. The Trustee and the Paying Agent shall be deemed to hold and shall account for each of the Class A-3-1FL EI Grantor Trust and the Class EI A-MFL Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL EI and Class [EI] A-MFL Certificateholders and shall file, or cause to be filed with the Internal Revenue Service, together with Form 1041 or such other form as may be applicable, information returns with respect to income relating to their shares of the income and expenses of the Class A-3-1FL EI Grantor Trust and or the Class EI A-MFL Grantor Trust, as applicable, at the time or times and in the manner required by the Code.

Grantor Trust Administration. The assets of the Class EI EI/Class EI-L3 Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loan (in the case of the Class [EI Certificates) and Additional L-3 Interest (in the case of the Class EI] -L3 Certificates) and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class [EI and Class EI] -L3 Certificates, which Class [EI and Class EI] -L3 Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] 1FL Certificates, which Class [A-3-1FL] 1FL Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI EI/Class EI-L3 Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI EI/Class EI-L3 Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL 1FL, Class EI or Class [EI] -L3 Certificates. The Trustee and the Paying Agent shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and the Class EI EI/Class EI-L3 Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL 1FL, Class EI and Class [EI] -L3 Certificateholders and shall file, or cause to be filed with the Internal Revenue Service, together with Form 1041 or such other form as may be applicable, information returns with respect to income relating to their shares of the income and expenses of the Class A-3-1FL Grantor Trust and the Class EI EI/Class EI-L3 Grantor Trust, at the time or times and in the manner required by the Code.

Grantor Trust Administration. (a) The REMIC Administrator shall treat each of Grantor Trust A-3FL, Grantor Trust A-4FC and Grantor Trust Z for tax return preparation purposes, as a "grantor trust" under the Code and shall treat (i) the Class A-3FL REMIC II Regular Interest and distributions thereon, the Class A-3FL Swap Agreement and payments by the Class A-3FL Swap Counterparty thereunder and the applicable sub-account of the Floating Rate Account as separate assets of Grantor Trust A-3FL, (ii) the Class A-4FC REMIC II Regular Interest and distributions thereon, the Class A-4FC Swap Agreement and payments by the Class A-4FC Swap Counterparty thereunder and the applicable sub-account of the Floating Rate Account as separate assets of Grantor Trust A-4FC, and (iii) the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, and in each case (clauses (i) through (iii) above) not of REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class A-3FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-3FL. The Class A-4FC Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-4FC. The Class Z Certificates are hereby designated as representing an undivided beneficial interest in Grantor Trust Z and the Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. (b) The REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to Grantor Trust A-3FL, Grantor Trust A-4FC and Grantor Trust Z (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The REMIC Administrator shall prepare, cause the Trustee to sign and file when due all of the Tax Returns in respect of Grantor Trust A-3FL, Grantor Trust A-4FC and Grantor Trust Z. The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to Grantor Trust A-3FL, Grantor Trust A-4FC and Grantor Trust Z as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within 10 days following the REMIC Administrator's request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations. (d) The REMIC Administrator shall furnish or cause to be furnished to the Holders of the Class EI Grantor TrustA-3FL Certificates, consisting of the right to any Excess Interest in respect of the ARD Loan (in the case Holders of the Class [EI] A-4FC Certificates and/or the Holders of the Class Z Certificates, as the case may be, such information as to their respective portions of the income and expenses of Grantor Trust A-3FL, Grantor Trust A-4FC or Grantor Trust Z, as the case may be, as may be required under the Code, and shall perform on behalf of Grantor Trust A-3FL, Grantor Trust A-4FC and Grantor Trust Z all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of Grantor Trust A-3FL, Grantor Trust A-4FC and Grantor Trust Z as a "grantor trust" under the Grantor Trust Provisions (and the related amounts in Trustee, the Excess Interest Sub-accountCertificate Administrator, the Master Servicer and the Special Servicer shall be held assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee's, the Certificate Administrator's, the Master Servicer's or the Special Servicer's possession or control). None of the REMIC Administrator, Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall knowingly take (or cause any of Grantor Trust A-3FL, Grantor Trust A-4FC or Grantor Trust Z to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could reasonably be expected to endanger the status of any of Grantor Trust A-3FL, Grantor Trust A-4FC or Grantor Trust Z as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Holders Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the Class [EI] Certificates, other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts REMIC Administrator has advised it in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended writing that the portions REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to Grantor Trust A-3FL, Grantor Trust A-4FC or Grantor Trust Z or causing the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties Fund to this Agreement agrees that it will not take any action that is inconsistent not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with establishing the REMIC Administrator or maintaining its designee, in writing, with respect to whether such treatmentaction could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC Administrator, the Certificate Administrator or the Trustee. Under no circumstances may the Trustee REMIC Administrator vary the assets of the Class A-3-1FL any of Grantor Trust or Class EI A-3FL, Grantor Trust A-4FC or Grantor Trust Z so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] A-3FL Certificates. The Trustee and , the Paying Agent shall be deemed to hold and shall account for Holders of the Class A-3-1FL A-4FC Certificates or the Holders of the Class Z Certificates, as the case may be. (f) If any tax is imposed on any of Grantor Trust and the Class EI A-3FL, Grantor Trust separate and apart from the assets of the REMIC IA-4FC or Grantor Trust Z, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with the Internal Revenue Servicetax, together with Form 1041 all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such other form as may be applicabletax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) the Master Servicer, information returns with respect to income relating to their shares if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee or the Certificate Administrator, if such tax arises out of or results from a breach by the Trustee or the Certificate Administrator, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the income and expenses of the Class A-3-1FL Trust Fund constituting Grantor Trust and A-3FL, Grantor Trust A-4FC or Grantor Trust Z, as the Class EI Grantor Trustcase may be, at the time or times and in the manner required by the Codeall other instances.

Grantor Trust Administration. (a) The REMIC Administrator shall treat each of Grantor Trust A-3FL, Grantor Trust AN-FL and Grantor Trust Z for tax return preparation purposes, as a "grantor trust" under the Code and shall treat (i) the Class A-3FL REMIC II Regular Interest and distributions thereon, the Class A-3FL Swap Agreement and payments by the Class A-3FL Swap Counterparty thereunder and the Class A-3FL Sub-Account as separate assets of Grantor Trust A-3FL, (ii) the Class AN-FL REMIC II Regular Interest and distributions thereon, the Class AN-FL Swap Agreement and payments by the Class AN-FL Swap Counterparty thereunder and the Class AN-FL Sub-Account as separate assets of Grantor Trust AN-FL, and (iii) the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, and in each case (clauses (i) through (iii) above) not of REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class A-3FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-3FL. The Class AN-FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust AN-FL. The Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. (b) The REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to Grantor Trust A-3FL, Grantor Trust AN-FL and Grantor Trust Z (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The REMIC Administrator shall prepare, cause the Trustee to sign and file when due all of the Tax Returns in respect of Grantor Trust A-3FL, Grantor Trust AN-FL and Grantor Trust Z. The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to Grantor Trust A-3FL, Grantor Trust AN-FL and Grantor Trust Z as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within 10 days following the REMIC Administrator's request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations. (d) The REMIC Administrator shall furnish or cause to be furnished to (i) the Holders of the Class EI Grantor TrustZ Certificates, consisting of (ii) the right to any Excess Interest in respect of the ARD Loan (in the case Holders of the Class [EI] A-3FL Certificates and (iii) the Holders of the Class AN-FL Certificates, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust A-3FL, Grantor Trust AN-FL or Grantor Trust Z, as the case may be, as may be required under the Code, and shall perform on behalf of Grantor Trust A-3FL, Grantor Trust AN-FL and Grantor Trust Z all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of Grantor Trust A-3FL, Grantor Trust AN-FL and Grantor Trust Z as a "grantor trust" under the Grantor Trust Provisions (and the related amounts in Trustee, the Excess Interest Sub-account, Master Servicer and the Special Servicer shall be held assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee's, the Master Servicer's or the Special Servicer's possession or control). None of the REMIC Administrator, Master Servicer, the Special Servicer or the Trustee shall knowingly take (or cause any of Grantor Trust A-3FL, Grantor Trust AN-FL or Grantor Trust Z to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could reasonably be expected to endanger the status of any of Grantor Trust A-3FL, Grantor Trust AN-FL or Grantor Trust Z as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Holders Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the Class [EI] Certificates, other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts REMIC Administrator has advised it in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended writing that the portions REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to any of Grantor Trust A-3FL, Grantor Trust AN-FL or Grantor Trust Z or causing the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties Fund to this Agreement agrees that it will not take any action that is inconsistent not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with establishing the REMIC Administrator or maintaining its designee, in writing, with respect to whether such treatmentaction could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances may the Trustee REMIC Administrator vary the assets of the Class A-3-1FL any of Grantor Trust or Class EI A-3FL, Grantor Trust AN-FL or Grantor Trust Z so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Z Certificates. The Trustee and the Paying Agent shall be deemed to hold and shall account for , Holders of the Class A-3A-3FL Certificates or Holders of the Class AN-1FL FL Certificates, as the case may be. (f) If any tax is imposed on any of Grantor Trust and the Class EI A-3FL, Grantor Trust separate AN-FL and apart from the assets of the REMIC IGrantor Trust Z, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with the Internal Revenue Servicetax, together with Form 1041 all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such other form as may be applicabletax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) the Master Servicer, information returns with respect to income relating to their shares if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the income and expenses of the Class A-3-1FL Trust Fund constituting Grantor Trust and A-3FL, Grantor Trust AN-FL or Grantor Trust Z, as the Class EI Grantor Trustcase may be, at the time or times and in the manner required by the Codeall other instances.

Grantor Trust Administration. The REMIC Administrator shall treat each of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B for tax return preparation purposes, as a "grantor trust" under the Code and shall treat (i) the Class A-2FL REMIC II Regular Interest and distributions thereon, the Class A-2FL Swap Agreement and payments by the Class A-2FL Swap Counterparty thereunder and the applicable sub-account of the Floating Rate Account as separate assets of Grantor Trust A-2FL, (ii) the Class EI Grantor TrustA-4FL REMIC II Regular Interest and distributions thereon, consisting the Class A-4FL Swap Agreement and payments by the Class A-4FL Swap Counterparty thereunder and the applicable sub-account of the right Floating Rate Account as separate assets of Grantor Trust A-4FL, (iii) the Additional Interest, the Additional Interest Account and amounts held from time to any time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, (iv) the Excess Servicing Strip as separate assets of Grantor Trust E, and (v) the Broker Strip and amounts held from time to time in the Collection Account that represent the Broker Strip as separate assets of Grantor Trust B, and in each case (clauses (i) through (v) above) not of REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class A-2FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-2FL. The Class A-4FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-4FL. The Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest in respect payable on the Trust Mortgage Loans and proceeds thereof. The holder of the ARD Loan (in the case of the Class [EI] Certificates) and the related amounts Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Interest Sub-account, shall be held by Servicing Strip payable on the Trustee for Mortgage Loans and the benefit of the Holders of the Class [EI] Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from REO Loans and after the Closing Dateproceeds thereof. The assets of Broker Strip Payees to whom the Class A-3-1FL Grantor Trust, consisting of Broker Strip is payable are hereby designated as owning undivided beneficial interests in the Class A-3-1FL Regular Interest, Broker Strip payable on the Swap Contract Mortgage Loans and the related amounts in the Floating Rate Account, REO Loans and proceeds thereof. (a) The REMIC Administrator shall be held by the Trustee for the benefit pay out of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from its own funds any and after the Closing Date. It is intended that the portions all routine tax administration expenses of the Trust consisting of the Class A-3-1FL Fund incurred with respect to Grantor Trust and the Class EI A-2FL, Grantor Trust will be treated as grantor trusts for federal income tax purposesA-4FL, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Z, Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Certificates. The Trustee E and the Paying Agent shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish B (but not including any professional fees or cause expenses related to be furnished audits or any administrative or judicial proceedings with respect to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with Trust Fund that involve the Internal Revenue Service, together with Form 1041 Service or such other form as may state tax authorities which extraordinary expenses shall be applicable, information returns with respect payable or reimbursable to income relating to their shares of the income and expenses of REMIC Administrator from the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust, at the time Fund unless otherwise provided in Section 10.02(e) or times and in the manner required by the Code10.02(f)).

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets consisting of : (i) the Class A-FL Regular Interest, the Class A-FL Swap Contract, the Class A-FL Floating Rate Account and proceeds thereof, (ii) the Excess Interest and the Excess Interest Distribution and (iii) the Class EC Regular Interests Account shall be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall file or cause to be filed annually with the IRS together with IRS 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 and shall furnish or cause to be furnished annually: (i) with respect to the Class A-FL Grantor Trust, to the Holders of the Class EI Grantor TrustA-FL Certificates, consisting their allocable shares of income and expense with respect to the Class A-FL Regular Interest and the Class A-FL Swap Contract, (ii) to the Holders of the right Class [_] Certificates, their allocable share of income with respect to any Excess Interest as such amounts accrue or are received, and (iii) in respect of the ARD Loan (in Class EC Regular Interests, the case holders of the Class [EIB], Class [C] Certificates) and Class PST Certificates as the case may be, after the related amounts in Anticipated Repayment Date. In addition, the Excess Interest SubTrustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-accountFL Swap Contract) for the Class A-FL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the Class A-FL Grantor Trust on an IRS Form W-9 to the Class A-FL Swap Counterparty and, shall be held if requested by the Trustee for Class A-FL Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the benefit Trustee, the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Holders of the Class [EI] Certificates, which Class [EI] A-FL Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Grantor Trust so as to take advantage of variations in the market so as rate of interest to improve the their rate of return return. Notwithstanding the foregoing, unless otherwise notified by the beneficial owner of Holders a Class [_] Certificate that such Certificate is registered in the name of a nominee or other middleman on behalf of such beneficial owner, the Trustee shall not treat the Grantor Trust as a WHFIT. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only “middleman” (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other “middlemen” that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) 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 Section 10.05(b) is incorrect. (c) The REMIC Administrator, 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 REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC Administrator shall not be liable for failure to meet the reporting requirements of the Class A-3-1FL WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the REMIC Administrator, (ii) incomplete, inaccurate or Class [EI] Certificates. The Trustee and untimely information being provided to the Paying Agent shall be deemed to hold and shall account for REMIC Administrator or (iii) the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets inability of the REMIC IAdministrator, REMIC II after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 201[___] calendar year. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and REMIC III created hereunder. In furtherance date of such intentionsale from the beneficial owner thereof or the Depositor, the Paying Agent REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall furnish or cause use reasonable efforts to be furnished publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the Class A-3-1FL and Class [EI] Certificateholders and extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC Administrator shall file, 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 cause to be filed with a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, together with Form 1041 or if such other form as may be applicablechange requires, information returns with in the REMIC Administrator’s sole discretion, a material increase in the REMIC Administrator’s reporting obligations in respect to income relating to their shares of the income and expenses of the Class A-3-1FL Grantor Trust and the Class EI related Grantor Trust, at the time or times and in the manner required by the Code.

Grantor Trust Administration. (a) The REMIC Administrator shall treat each of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B for tax return preparation purposes, as a "grantor trust" under the Code and shall treat (i) the Class A-2FL REMIC II Regular Interest and distributions thereon, the Class A-2FL Swap Agreement and payments by the Class A-2FL Swap Counterparty thereunder and the Class A-2FL Sub-Account as separate assets of Grantor Trust A-2FL, (ii) the Class A-4FL REMIC II Regular Interest and distributions thereon, the Class A-4FL Swap Agreement and payments by the Class A-4FL Swap Counterparty thereunder and the Class A-4FL Sub-Account as separate assets of Grantor Trust A-4FL, (iii) the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, (iv) the Excess Servicing Strip as separate assets of Grantor Trust E, and (v) the Broker Strip and amounts held from time to time in the Collection Account that represent the Broker Strip as separate assets of Grantor Trust B, and in each case (clauses (i) through (v) above) not of REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class A-2FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-2FL. The Class A-4FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-4FL. The Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. The holder of the Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Mortgage Loans and the REO Loans and proceeds thereof. The Broker Strip Payees to whom the Broker Strip is payable are hereby designated as owning undivided beneficial interests in the Broker Strip payable on the Mortgage Loans and the REO Loans and proceeds thereof. (b) The REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The REMIC Administrator shall prepare, cause the Trustee to sign and file when due all of the Tax Returns in respect of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B. The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within 10 days following the REMIC Administrator's request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations. (d) The REMIC Administrator shall furnish or cause to be furnished to (i) the Holders of the Class EI Grantor TrustZ Certificates, consisting of (ii) the right to any Excess Interest in respect of the ARD Loan (in the case Holders of the Class [EI] A-2FL Certificates, (iii) the Holders of and the related amounts in Class A-4FL Certificates, as applicable, (iv) the holder of the Excess Interest Sub-accountServicing Strip and (v) the Broker Strip Payees to whom the Broker Strip is payable, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B, as the case may be, as may be required under the Code, and shall be held perform on behalf of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B as a "grantor trust" under the Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee's, the Master Servicer's or the Special Servicer's possession or control). None of the REMIC Administrator, Master Servicer, the Special Servicer or the Trustee shall knowingly take (or cause any of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could reasonably be expected to endanger the status of any of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Holders Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the Class [EI] Certificates, other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts REMIC Administrator has advised it in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended writing that the portions REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to any of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B or causing the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties Fund to this Agreement agrees that it will not take any action that is inconsistent not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with establishing the REMIC Administrator or maintaining its designee, in writing, with respect to whether such treatmentaction could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances may the Trustee REMIC Administrator vary the assets of the Class A-3-1FL any of Grantor Trust or Class EI A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Z Certificates. The Trustee and the Paying Agent shall be deemed to hold and shall account for , Holders of the Class A-3-1FL A-2FL Certificates, Holders of the Class A-4FL Certificates, the holder of the Excess Servicing Strip or the Broker Strip Payees to whom the Broker Strip is payable, as the case may be. (f) If any tax is imposed on any of Grantor Trust and the Class EI A-2FL, Grantor Trust separate A-4FL, Grantor Trust Z, Grantor Trust E and apart from the assets of the REMIC IGrantor Trust B, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with the Internal Revenue Servicetax, together with Form 1041 all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such other form as may be applicabletax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) the Master Servicer, information returns with respect to income relating to their shares if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the income and expenses of the Class A-3-1FL Trust Fund constituting Grantor Trust and A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B, as the Class EI Grantor Trustcase may be, at the time or times and in the manner required by the Codeall other instances.

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets of consisting of: (i) the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loan (in the case of the Class [EI] Certificates) and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class [EI] Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL A-2FL Regular Interest, the Class A-2FL Swap Contract and Contract, the related amounts in the Class A-2FL Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of Account and proceeds thereof and (ii) the Class [A-3A-1FL] CertificatesMFL Regular Interest, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3A-1FL Grantor Trust and MFL Swap Contract, the Class EI Grantor Trust will A-MFL Floating Rate Account and proceeds thereof shall be treated as a "grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of trust" under the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Certificates. The Trustee and the Paying Agent provisions thereof shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunderinterpreted consistently with this intention. In furtherance of such intentionintention with respect to the Grantor Trusts, the Paying Agent Trustee shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, file or cause to be filed annually with the Internal Revenue Service, IRS together with IRS Form 1041 or such other form as may be applicable, information returns applicable and shall furnish or cause to be furnished annually: (i) with respect to income relating the Class A-2FL Grantor Trust, to their shares of the income and expenses Holders of the Class A-3-1FL Grantor Trust A-2FL Certificates, their allocable shares of income and expense with respect to the Class A-2FL Regular Interest and the Class EI A-2FL Swap Contract; and (ii) with respect to the Class A-MFL Grantor Trust, to the Holders of the Class A-MFL Certificates, their allocable shares of income and expense with respect to the Class A-MFL Regular Interest and the Class A-2FL Swap Contract, each at the time or times and in the manner required by the Code. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-2FL Swap Contract and the Class A-MFL Swap Contract) for the Class A-2FL Grantor Trust and the Class A-MFL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the Class A-2FL Grantor Trust and the Class A-MFL Grantor Trust on an IRS Form W-9 to the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) and, if requested by the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Holders of the Class A-2FL or Class A-MFL Certificates in the related Grantor Trust to take advantage of variations in the market rate of interest to improve their rate of return. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only "middleman" (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other "middlemen" that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) 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 Section 10.05(b) is incorrect. (c) The REMIC Administrator, 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 REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC 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 REMIC Administrator, (ii) incomplete, inaccurate or untimely information being provided to the REMIC Administrator or (iii) the inability of the REMIC 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. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC 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 Internal Revenue Service, if such change requires, in the REMIC Administrator's sole discretion, a material increase in the REMIC Administrator's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets consisting of : (i) the Class A-FL Regular Interest, the Class A-FL Swap Contract, the Class A-FL Floating Rate Account and proceeds thereof and (ii) the Excess Interest and the Excess Interest Distribution Account shall be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall file or cause to be filed annually with the IRS together with IRS 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 and shall furnish or cause to be furnished annually: (i) with respect to the Class A-FL Grantor Trust, to the Holders of the Class EI Grantor TrustA-FL Certificates, consisting their allocable shares of income and expense with respect to the right Class A-FL Regular Interest and the Class A-FL Swap Contract; and (ii) to any Excess Interest in respect of the ARD Loan (in the case Holders of the Class [EI_] Certificates) and , their allocable share of income with respect to Excess Interest as such amounts accrue or are received, as the case may be, after the related amounts in Anticipated Repayment Date. In addition, the Excess Interest SubTrustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-accountFL Swap Contract) for the Class A-FL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the Class A-FL Grantor Trust on an IRS Form W-9 to the Class A-FL Swap Counterparty and, shall be held if requested by the Trustee for Class A-FL Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the benefit Trustee, the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Holders of the Class [EI] Certificates, which Class [EI] A-FL Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Grantor Trust so as to take advantage of variations in the market so as rate of interest to improve the their rate of return return. Notwithstanding the foregoing, unless otherwise notified by the beneficial owner of Holders a Class [_] Certificate that such Certificate is registered in the name of a nominee or other middleman on behalf of such beneficial owner, the Trustee shall not treat the Grantor Trust as a WHFIT. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only “middleman” (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other “middlemen” that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) 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 Section 10.05(b) is incorrect. (c) The REMIC Administrator, 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 REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC Administrator shall not be liable for failure to meet the reporting requirements of the Class A-3-1FL WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the REMIC Administrator, (ii) incomplete, inaccurate or Class [EI] Certificates. The Trustee and untimely information being provided to the Paying Agent shall be deemed to hold and shall account for REMIC Administrator or (iii) the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets inability of the REMIC IAdministrator, REMIC II after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 201[___] calendar year. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and REMIC III created hereunder. In furtherance date of such intentionsale from the beneficial owner thereof or the Depositor, the Paying Agent REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall furnish or cause use reasonable efforts to be furnished publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the Class A-3-1FL and Class [EI] Certificateholders and extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC Administrator shall file, 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 cause to be filed with a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, together with Form 1041 or if such other form as may be applicablechange requires, information returns with in the REMIC Administrator’s sole discretion, a material increase in the REMIC Administrator’s reporting obligations in respect to income relating to their shares of the income and expenses of the Class A-3-1FL Grantor Trust and the Class EI related Grantor Trust, at the time or times and in the manner required by the Code.

Grantor Trust Administration. (a) The REMIC Administrator shall treat each of Grantor Trust A-2FL, Grantor Trust AJ-FL and Grantor Trust E for tax return preparation purposes, as a "grantor trust" under the Code and shall treat (i) the Class A-2FL REMIC II Regular Interest and distributions thereon, the Class A-2FL Swap Agreement and payments by the Class A-2FL Swap Counterparty thereunder and the Class A-2FL Sub-Account as separate assets of Grantor Trust A-2FL, (ii) the Class AJ-FL REMIC II Regular Interest and distributions thereon, the Class AJ-FL Swap Agreement and payments by the Class AJ-FL Swap Counterparty thereunder and the Class AJ-FL Sub-Account as separate assets of Grantor Trust AJ-FL, and (iii) the Excess Servicing Strip as separate assets of Grantor Trust E, and in clauses (i) above not of any of the Loan REMIC, REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class A-2FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust A-2FL. The Class AJ-FL Certificates are hereby designated as representing an undivided beneficial ownership interest in Grantor Trust AJ-FL. The holder of the Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Serviced Mortgage Loans and the REO Loans and proceeds thereof. (b) The REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to Grantor Trust A-2FL, Grantor Trust AJ-FL and Grantor Trust E (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The REMIC Administrator shall prepare, cause the Trustee to sign and file when due all of the Tax Returns in respect of Grantor Trust A-2FL, Grantor Trust AJ-FL and Grantor Trust E. The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to Grantor Trust A-2FL, Grantor Trust AJ-FL and Grantor Trust E as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within 10 days following the REMIC Administrator's request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations. (d) The REMIC Administrator shall furnish or cause to be furnished to (i) the Holders of the Class EI Grantor TrustA-2FL Certificates, consisting of (ii) the right to any Excess Interest in respect of the ARD Loan (in the case Holders of the Class [EI] AJ-FL Certificates, and (iii) the holder of the Excess Servicing Strip, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust A-2FL, Grantor Trust AJ-FL or Grantor Trust E , as the case may be, as may be required under the Code, and shall perform on behalf of Grantor Trust A-2FL, Grantor Trust AJ-FL and Grantor Trust E all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of Grantor Trust A-2FL, Grantor Trust AJ-FL and Grantor Trust E as a "grantor trust" under the Grantor Trust Provisions (and the related amounts in Trustee, the Excess Interest Sub-account, Master Servicers and the Special Servicer shall be held assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee's, either Master Servicer's or the Special Servicer's possession or control). None of the REMIC Administrator, the Master Servicers, the Special Servicer and the Trustee shall knowingly take (or cause any of Grantor Trust A-2FL, Grantor Trust AJ-FL or Grantor Trust E to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could reasonably be expected to endanger the status of any of Grantor Trust A-2FL, Grantor Trust AJ-FL or Grantor Trust E as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Holders Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the Class [EI] Certificates, other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts REMIC Administrator has advised it in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended writing that the portions REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to any of Grantor Trust A-2FL, Grantor Trust AJ-FL or Grantor Trust E or causing the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties Fund to this Agreement agrees that it will not take any action that is inconsistent not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicer shall consult with establishing the REMIC Administrator or maintaining its designee, in writing, with respect to whether such treatmentaction could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicers nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances may the Trustee REMIC Administrator vary the assets of the Class A-3-1FL any of Grantor Trust or Class EI A-2FL, Grantor Trust AJ-FL or Grantor Trust E so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] A-2FL Certificates. The Trustee and the Paying Agent shall be deemed to hold and shall account for , Holders of the Class A-3AJ-1FL FL Certificates, or the holders of the Excess Servicing Strip, as the case may be. (f) If any tax is imposed on any of Grantor Trust and the Class EI A-2FL, Grantor Trust separate AJ-FL and apart from the assets of the REMIC IGrantor Trust E, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with the Internal Revenue Servicetax, together with Form 1041 all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such other form as may be applicabletax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) a Master Servicer, information returns with respect to income relating to their shares if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the income and expenses of the Class A-3-1FL Trust Fund constituting Grantor Trust and A-2FL, Grantor Trust AJ-FL or Grantor Trust E, as the Class EI Grantor Trustcase may be, at the time or times and in the manner required by the Codeall other instances.

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loan of: (in the case of the Class [EI] Certificatesi) and the related amounts in the Excess Interest Sub-account, shall be held by and the Trustee for the benefit of the Holders of Excess Interest Distribution Account; (ii) the Class [EI] Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL A-2FL Regular Interest, the Class A-2FL Swap Contract and Contract, the related amounts in the Class A-2FL Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of Account and proceeds thereof and (iii) the Class [A-3A-1FL] CertificatesJFL Regular Interest, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3A-1FL Grantor Trust and JFL Swap Contract, the Class EI Grantor Trust will A-JFL Floating Rate Account and proceeds thereof shall be treated as a "grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of trust" under the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Certificates. The Trustee and the Paying Agent provisions thereof shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunderinterpreted consistently with this intention. In furtherance of such intentionintention with respect to the Grantor Trusts, the Paying Agent Trustee shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, file or cause to be filed annually with the Internal Revenue Service, IRS together with IRS Form 1041 or such other form as may be applicable, information returns applicable and shall furnish or cause to be furnished annually: (i) with respect to income relating the Excess Interest Grantor Trust, to their shares of the income and expenses Holders of the Class A-3-1FL V Certificates, their allocable share of income with respect to Excess Interest as such amounts accrue or are received, as the case may be, after the related Anticipated Repayment Date; (ii) with respect to the Class A-2FL Grantor Trust Trust, to the Class A-2FL Certificateholders, their allocable shares of income and expense with respect to the Class A-2FL Regular Interest and the Class EI A-2FL Swap Contract; and (iii) with respect to the Class A-JFL Grantor Trust, to the Class A-JFL Certificateholders, their allocable shares of income and expense with respect to the Class A-JFL Regular Interest and the Class A-2FL Swap Contract, each at the time or times and in the manner required by the Code. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-2FL Swap Contract and the Class A-JFL Swap Contract) for the Class A-2FL Grantor Trust and the Class A-JFL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the Class A-2FL Grantor Trust and the Class A-JFL Grantor Trust on an IRS Form W-9 to the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) and, if requested by the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Class A-2FL Certificateholders, the Class A-JFL Certificateholders or the Class V Certificateholders in the related Grantor Trust to take advantage of variations in the market rate of interest to improve their rate of return. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only "middleman" (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other "middlemen" that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) 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 Section 10.05(b) is incorrect. (c) The REMIC Administrator, 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 REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC 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 REMIC Administrator, (ii) incomplete, inaccurate or untimely information being provided to the REMIC Administrator or (iii) the inability of the REMIC 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. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC 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 Internal Revenue Service, if such change requires, in the REMIC Administrator's sole discretion, a material increase in the REMIC Administrator's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. The assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loan (in the case of the Class [EI] Certificates) Loans and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class [EI] EI Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] EI Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as a grantor trusts trust for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. In addition, the Class A-MFL and Class A-JFL Certificates are hereby designated as undivided beneficial interests in the related Class of Floating Rate Regular Interest, the related Swap Transaction and the proceeds thereof in the related Floating Rate Account, and it is intended that each such portion of the Trust Fund will be treated as a separate grantor trust for Federal income tax purposes within the meaning of subpart E, part I of Subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee or the Paying Agent vary the assets of the Class A-3-1FL EI Grantor Trust or Class EI either Floating Rate Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL EI Certificates or the related Class [EI] of Floating Rate Certificates, as the case may be. The Trustee and the Paying Agent shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and each of the Class EI Grantor Trust and the Floating Rate Grantor Trusts separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL EI and Class [EI] Floating Rate Certificateholders and shall file, or cause to be filed with the Internal Revenue Service, together with Form 1041 (or, if the WHFIT Regulations are applicable, Form 1099) or such other form as may be applicable, information returns with respect to income relating to their shares of the income and expenses of the Class A-3-1FL EI Grantor Trust and or the Class EI related Floating Rate Grantor Trust, as applicable, at the time or times and in the manner required by the Code.

Grantor Trust Administration. (a) The REMIC Administrator shall treat each of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust E for tax return preparation purposes, as a "grantor trust" under the Code and shall treat (i) the ARD Loan Additional Interest and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Grantor Trust Z, (ii) the Class EI A-2FL Swap Agreement and payments thereunder, the Class A-2FL Sub-Account, the Class AJ-FL Swap Agreement and payments thereunder and the Class AJ-FL Sub-Account as separate assets of ML-CFC 2007-6 Grantor TrustTrust F▇, consisting ▇▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇▇▇ Servicing Strip as separate assets of Grantor Trust E, and in clauses (i) above not of any of REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class Z Certificates are hereby designated as representing an undivided beneficial interest in ARD Loan Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. The Class A-2FL Certificates are hereby designated as representing an undivided beneficial ownership interest in the portion of ML-CFC 2007-6 Grantor Trust F▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ A-2FL Swap Agreement (including payments thereunder) and the Class A-2FL Sub-Account. The Class AJ-FL Certificates are hereby designated as representing an undivided beneficial ownership interest in the portion of ML-CFC 2007-6 Grantor Trust F▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ AJ-FL Swap Agreement (including payments thereunder) and the Class AJ-FL Sub-Account. The holder of the right Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Serviced Mortgage Loans and the REO Loans and proceeds thereof. (b) The REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust E (but not including any Excess Interest professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The REMIC Administrator shall prepare, cause the Trustee to sign and file when due all of the Tax Returns in respect of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust E. The expenses of preparing and filing such returns shall be borne by the ARD Loan REMIC Administrator without any right of reimbursement therefor. The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust E as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within 10 days following the REMIC Administrator's request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations. (in d) The REMIC Administrator shall furnish or cause to be furnished to (i) the case Holders of the Class [EI] Z Certificates, (ii) the Holders of the Class A-2FL Certificates, (iii) the Holders of the Class AJ-FL Certificates, and (iv) the holder of the Excess Servicing Strip, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇rantor Trust E , as the case may be, as may be required under the Code, and shall perform on behalf of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust E all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust E as a "grantor trust" under the Grantor Trust Provisions (and the related amounts in Trustee, the Excess Interest Sub-account, Master Servicers and the Special Servicer shall be held assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee's, either Master Servicer's or the Special Servicer's possession or control). None of the REMIC Administrator, the Master Servicers, the Special Servicer and the Trustee shall knowingly take (or cause any of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇rantor Trust E to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could reasonably be expected to endanger the status of any of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇rantor Trust E as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Holders Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the Class [EI] Certificates, other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the Class A-3-1FL Regular Interest, the Swap Contract and the related amounts REMIC Administrator has advised it in the Floating Rate Account, shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended writing that the portions REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to any of ML-CFC 2007-6 Grantor Trust F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇rantor Trust E or causing the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will be treated as grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties Fund to this Agreement agrees that it will not take any action that is inconsistent not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicer shall consult with establishing the REMIC Administrator or maintaining its designee, in writing, with respect to whether such treatmentaction could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicers nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances may the Trustee REMIC Administrator vary the assets of the Class A-3any of ML-1FL CFC 2007-6 Grantor Trust or Class EI Grantor F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇rantor Trust E so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] A-2FL Certificates. The Trustee and the Paying Agent shall be deemed to hold and shall account for , Holders of the Class A-3AJ-1FL FL Certificates, or the holders of the applicable ARD Loan Additional Interest, or the holders of the Excess Servicing Strip, as the case may be. (f) If any tax is imposed on any of ML-CFC 2007-6 Grantor Trust and the Class EI F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Grantor Trust separate and apart from the assets of the REMIC IE, REMIC II and REMIC III created hereunder. In furtherance of such intention, the Paying Agent shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, or cause to be filed with the Internal Revenue Servicetax, together with Form 1041 all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such other form as may be applicabletax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) a Master Servicer, information returns with respect to income relating to their shares if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the income and expenses of the Class A-3Trust Fund constituting ML-1FL CFC 2007-6 Grantor Trust and F▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇rantor Trust E, as the Class EI Grantor Trustcase may be, at the time or times and in the manner required by the Codeall other instances.

Grantor Trust Administration. The assets parties intend that the portion of the Class EI Grantor Trust, Trust Fund consisting of the right to any Excess Interest in respect of the ARD Loan (in the case of the Class [EI] Certificatesi) and the related amounts in the Excess Interest Sub-account, shall be held by and the Trustee for the benefit of the Holders of Excess Interest Distribution Account and (ii) the Class [EI] Certificates, which Class [EI] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. The assets of the Class A-3A-1FL Grantor Trust, consisting of the Class A-3-1FL MFL Regular Interest, the Class A-MFL Swap Contract and Contract, the related amounts in the Class A-MFL Floating Rate Account, Account and proceeds thereof shall be held by the Trustee for the benefit of the Holders of the Class [A-3-1FL] Certificates, which Class [A-3-1FL] Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust will each be treated as a "grantor trusts for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of trust" under the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class A-3-1FL Grantor Trust or Class EI Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class A-3-1FL or Class [EI] Certificates. The Trustee and the Paying Agent provisions thereof shall be deemed to hold and shall account for the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunderinterpreted consistently with this intention. In furtherance of such intentionintention with respect to the Grantor Trust, the Paying Agent Trustee shall furnish or cause to be furnished to the Class A-3-1FL and Class [EI] Certificateholders and shall file, file or cause to be filed annually with the Internal Revenue Service, IRS together with IRS Form 1041 or such other form as may be applicable, information returns applicable and shall furnish or cause to be furnished annually (i) with respect to income relating the Excess Interest Grantor Trust, to their shares of the income and expenses Holders of the Class A-3V Certificates, their allocable share of income with respect to Excess Interest as such amounts accrue or are received, as the case may be, after the related Anticipated Repayment Date and (ii) with respect to the Class A-1FL MFL Grantor Trust Trust, to the Class A-MFL Certificateholders, their allocable shares of income and expense with respect to the Class A-MFL Regular Interest and the Class EI Grantor TrustA-MFL Swap Contract, each at the time or times and in the manner required by the Code. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-MFL Swap Contract) for the Class A-MFL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of the Class A-MFL Grantor Trust on an IRS Form W-9 to the Class A-MFL Swap Counterparty and, if requested by the Class A-MFL Swap Counterparty (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Class A-MFL Certificateholders or the Class V Certificateholders in the related Grantor Trust to take advantage of variations in the market rate of interest to improve their rate of return.