Common use of Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others Clause in Contracts

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if tax matters partner. In no such selection is made, event shall the Certificateholder that holds or the Certificate representing the “eligible horizontal residual interest” Depositor (as or such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representativedesignee Certificateholder, as set forth below; providedapplicable) be liable for any liabilities, howevercosts or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for the avoidance of doubtany such liability, that the partnership representative shall not appoint cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as such or applicable), as the case may be, in its individual capacity) or any breach of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising obligations under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if tax matters partner. In no such selection is made, event shall the Certificateholder that holds or the Certificate representing the “eligible horizontal residual interest” Depositor (as or such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representativedesignee Certificateholder, as set forth below; providedapplicable) be liable for any liabilities, howevercosts or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for the avoidance of doubtany such liability, that the partnership representative shall not appoint cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as such or applicable), as the case may be, in its individual capacity) or any breach of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising obligations under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its U.S. federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association (or publicly traded partnership), in either case, taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposespurposes (i) for any taxable period beginning before December 31, 2017, the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Trust will will, to the extent practicable, make the election described in Section 6226 of the CodeCode (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015). Finally, if the Trust is treated as a partnership for federal income tax purposes, the Trust will not elect to apply Sections 6221-6241 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) to any taxable period of the Trust beginning before December 31, 2017. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment). In no event shall the Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Trust will will, to the extent practicable, make the election described in Section 6226 of the CodeCode (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015). If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if tax matters partner. In no such selection is made, event shall the Certificateholder that holds or the Certificate representing the “eligible horizontal residual interest” Depositor (as or such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representativedesignee Certificateholder, as set forth below; providedapplicable) be liable for any liabilities, howevercosts or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for the avoidance of doubtany such liability, that the partnership representative shall not appoint cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as such or applicable), as the case may be, in its individual capacity) or any breach of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising obligations under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s 's characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s 's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” "tax matters partner" (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposespurposes (i) for any taxable period beginning before December 31, 2017, the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Trust will will, to the extent practicable, make the election described in Section 6226 of the CodeCode (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015). Finally, if the Trust is treated as a partnership for federal income tax purposes, the Trust will not elect to apply Sections 6221-6241 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) to any taxable period of the Trust beginning before December 31, 2017. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment). In no event shall the Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole CertificateholderQualified REIT Subsidiary, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (iy) the Owner Trust, the Indenture Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust (or a related Loan Group) is required to file such a return. In the event that there shall be two the Trust (or more beneficial owners of the Trusta related Loan Group) is required to file tax returns, the Administrator shall inform the Indenture Trustee shall elect under Section 1278 of the Code to include in writing of such event, (x) income currently any market discount that accrues with respect to the Administrator Mortgage Loans. The Indenture Trustee shall prepare or shall cause to be prepared U.S. federal andprepared, if applicableat the expense of the Sponsor, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) Sponsor at least (5) five days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare Seller, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Indenture Trustee and such returns shall be filed by by, or at the Administrator direction of, the Indenture Trustee with the appropriate tax authorities. In no event shall the event that a “partnership representative” within Seller or the meaning Indenture Trustee be liable for any liabilities, costs or expenses of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 Trust arising out of the Codeapplication of any tax law, together with any guidance issued thereunder or successor provisions and any similar provision of state including federal, state, foreign or local tax laws) is required to be appointed with respect to the Trust, the Depositor income or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, in the case of the Seller only, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder the Seller’s breach of its obligations under this Agreement. The Indenture Trustee’s duties under this Section 6.03 are pursuant to the Trust at least five days prior to the due date for such payment by the Trust, or (iiSection 6.01(j) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)Indenture.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Trust will will, to the extent practicable, make the election described in Section 6226 of the CodeCode (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015). If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its U.S. federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association (or publicly traded partnership), in either case, taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, including, without limitation, the allocations of net income under Section 6.01, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Trust’s 's (and each Loan Groups' and Sub-Trusts') characterization for U.S. federal income tax purposes as a disregarded entity so long as security arrangement for the Depositor or any other Person is the sole Certificateholderissuance of non-recourse debt, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (iy) the Trust, the Sub-Trusts, the Owner Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust (or a related Loan Group or Sub-Trust) is required to file such a return. In the event that there the Trust (or a related Loan Group or Sub-Trust) is required to file tax returns, the Owner Trustee shall be two or more beneficial owners elect under Section 1278 of the Trust, Code to include in income currently any market discount that accrues with respect to the Administrator shall inform the Indenture Mortgage Loans. The Owner Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust or the Sub-Trusts and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) Sponsor at least (5) five days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare Sponsor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Owner Trustee and such returns shall be filed by by, or at the Administrator direction of, the Owner Trustee with the appropriate tax authorities. In no event shall the event that a “partnership representative” within the meaning Sponsor be liable for any liabilities, costs or expenses of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 Trust or the Sub-Trusts arising out of the Codeapplication of any tax law, together with any guidance issued thereunder or successor provisions and any similar provision of state including federal, state, foreign or local tax laws) is required to be appointed with respect to the Trust, the Depositor income or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Sponsor's breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Depositor shall (a) maintain (or cause to be maintained) the books of the Issuing Entity on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the TrustIssuing Entity’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole CertificateholderQualified REIT Subsidiary, no U.S. federal income tax return shall be filed on behalf of the Trust Issuing Entity unless either (iy) the Owner Issuing Entity, the Indenture Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust Issuing Entity is required to file such a return. In the event that there shall be two or more beneficial owners of the TrustIssuing Entity is required to file tax returns, the Administrator shall inform the Indenture Trustee shall elect under Section 1278 of the Code to include in writing of such event, (x) income currently any market discount that accrues with respect to the Administrator Mortgage Loans. The Depositor shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the TrustIssuing Entity. The Administrator shall prepare Depositor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by by, or at the Administrator direction of, the Depositor with the appropriate tax authorities. In the no event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, shall the Depositor or its designee is hereby designated as partnership representative orthe Sponsor be liable for any liabilities, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority costs or expenses of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is madeIssuing Entity arising out of the application of any tax law, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rulesincluding federal, and the designated individual shall have the same responsibilities and powers as the partnership representativestate, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such foreign or in its individual capacity) local income or excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Depositor’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s 's characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))writing) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s 's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” "tax matters partner" (within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax lawsCode Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if tax matters partner. In no such selection is made, event shall the Certificateholder that holds or the Certificate representing the “eligible horizontal residual interest” Depositor (as or such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representativedesignee Certificateholder, as set forth below; providedapplicable) be liable for any liabilities, howevercosts or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for the avoidance of doubtany such liability, that the partnership representative shall not appoint cost or expense attributable to any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as such or applicable), as the case may be, in its individual capacity) or any breach of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising obligations under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Issuing Entity on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the TrustIssuing Entity’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole CertificateholderQualified REIT Subsidiary, no U.S. federal income tax return shall be filed on behalf of the Trust Issuing Entity unless either (iy) the Owner Issuing Entity, the Indenture Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust Issuing Entity is required to file such a return. In the event that there shall be two or more beneficial owners of the TrustIssuing Entity is required to file tax returns, the Administrator shall inform the Indenture Trustee shall elect under Section 1278 of the Code to include in writing of such event, (x) income currently any market discount that accrues with respect to the Administrator Mortgage Loans. The Sponsor shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the TrustIssuing Entity. The Administrator shall prepare Depositor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Sponsor and such returns shall be filed by by, or at the Administrator direction of, the Sponsor with the appropriate tax authorities. In the no event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, shall the Depositor or its designee is hereby designated as partnership representative orthe Sponsor be liable for any liabilities, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority costs or expenses of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is madeIssuing Entity arising out of the application of any tax law, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rulesincluding federal, and the designated individual shall have the same responsibilities and powers as the partnership representativestate, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such foreign or in its individual capacity) local income or excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Depositor’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, including, without limitation, the allocations of net income under Section 6.01, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Trust’s (and each Loan Groups’ and Sub-Trusts’) characterization for U.S. federal income tax purposes as a disregarded entity so long as security arrangement for the Depositor or any other Person is the sole Certificateholderissuance of non-recourse debt, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (iy) the Trust, the Sub-Trusts, the Owner Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust (or a related Loan Group or Sub-Trust) is required to file such a return. In the event that there the Trust (or a related Loan Group or Sub-Trust) is required to file tax returns, the Owner Trustee shall be two or more beneficial owners elect under Section 1278 of the Trust, Code to include in income currently any market discount that accrues with respect to the Administrator shall inform the Indenture Mortgage Loans. The Owner Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust or the Sub-Trusts and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) Sponsor at least (5) five days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare Sponsor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Owner Trustee and such returns shall be filed by by, or at the Administrator direction of, the Owner Trustee with the appropriate tax authorities. In no event shall the event that a “partnership representative” within the meaning Sponsor be liable for any liabilities, costs or expenses of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 Trust or the Sub-Trusts arising out of the Codeapplication of any tax law, together with any guidance issued thereunder or successor provisions and any similar provision of state including federal, state, foreign or local tax laws) is required to be appointed with respect to the Trust, the Depositor income or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Sponsor’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Issuer on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the TrustIssuer’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole CertificateholderQualified REIT Subsidiary, no U.S. federal income tax return shall be filed on behalf of the Trust Issuer unless either (iy) the Owner Issuer, the Indenture Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust Issuer (or a related Loan Group) is required to file such a return. In the event that there shall be two the Issuer (or more beneficial owners of the Trusta related Loan Group) is required to file tax returns, the Administrator shall inform the Indenture Trustee shall elect under Section 1278 of the Code to include in writing of such event, (x) income currently any market discount that accrues with respect to the Administrator Mortgage Loans. The Sponsor shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the TrustIssuer. The Administrator shall prepare Depositor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Sponsor and such returns shall be filed by by, or at the Administrator direction of, the Sponsor with the appropriate tax authorities. In the no event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, shall the Depositor or its designee is hereby designated as partnership representative orthe Sponsor be liable for any liabilities, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority costs or expenses of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is madeIssuer arising out of the application of any tax law, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rulesincluding federal, and the designated individual shall have the same responsibilities and powers as the partnership representativestate, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such foreign or in its individual capacity) local income or excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Depositor’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. [The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Issuing Entity on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the TrustIssuing Entity’s (and each Loan Groups’) characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole CertificateholderQualified REIT Subsidiary, no U.S. federal income tax return shall be filed on behalf of the Trust Issuing Entity unless either (iy) the Owner Issuing Entity, the Indenture Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust Issuing Entity (or a related Loan Group) is required to file such a return. In the event that there shall be two the Issuing Entity (or more beneficial owners of the Trusta related Loan Group) is required to file tax returns, the Administrator shall inform the Indenture Trustee shall elect under Section 1278 of the Code to include in writing of such event, (x) income currently any market discount that accrues with respect to the Administrator Mortgage Loans. The Sponsor shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the TrustIssuing Entity. The Administrator shall prepare Depositor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Sponsor and such returns shall be filed by by, or at the Administrator direction of, the Sponsor with the appropriate tax authorities. In the no event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, shall the Depositor or its designee is hereby designated as partnership representative orthe Sponsor be liable for any liabilities, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority costs or expenses of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is madeIssuing Entity arising out of the application of any tax law, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rulesincluding federal, and the designated individual shall have the same responsibilities and powers as the partnership representativestate, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such foreign or in its individual capacity) local income or excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Depositor’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representativetax matters partner” (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. [The Administrator Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, or such information as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for U.S. federal income tax purposes purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as a disregarded entity so long as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. [The Owner Trustee (or, if the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return the Administrator) shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall annually cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided sent to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting a separate statement setting forth each such Certificateholder’s share of the items of income, gainsgain, deductionsloss, deduction or credit and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trustwill instruct each such Certificateholder to report such items on its federal income tax return. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor Owner Trustee (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a the sole Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage InterestAdministrator) shall prepare or cause to be designated prepared the returns and information required by Treasury Regulations Section 1.671-5, as partnership representative; well as any other applicable provisions of law, to be provided that if no such selection is madeand filed, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined applicable, in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. manner prescribed therein.] [If the Trust were to become a partnership in accordance with Section 2.11 or the Internal Revenue Service were to contend successfully that the Trust is classified as not a disregarded entity but is rather a partnership for U.S. federal income tax purposes, the partnership representative Trust shall represent allocate items of income, gain, deduction and loss to the partners of the Trust in connection accordance with all examinations their economic interests in the Trust. With respect to interest expense of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated shall allocate to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because the Certificateholders their share of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)interest expense.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, including, without limitation, the allocations of net income under Section 6.01, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Trust’s (and each Loan Groups’ and Sub-Trusts’) characterization for U.S. federal income tax purposes as a disregarded entity so long as security arrangement for the Depositor or any other Person is the sole Certificateholderissuance of non-recourse debt, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (iy) the Trust, the Sub-Trusts, the Owner Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust (or a related Loan Group or Sub-Trust) is required to file such a return. In the event that there the Trust (or a related Loan Group or Sub-Trust) is required to file tax returns, the Owner Trustee shall be two or more beneficial owners elect under Section 1278 of the Trust, Code to include in income currently any market discount that accrues with respect to the Administrator shall inform the Indenture Mortgage Loans. The Owner Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust or the Sub-Trusts and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) Sponsor at least (5) five days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare Sponsor, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Owner Trustee and such returns shall be filed by by, or at the Administrator direction of, the Owner Trustee with the appropriate tax authorities. In no event shall the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder Sponsor or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such be liable for any liabilities, costs or in its individual capacity) expenses of the Trust or the Sub-Trusts arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, in the case of the Sponsor only, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Sponsor’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. [The Administrator Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, or such information as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for U.S. federal income tax purposes purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as a disregarded entity so long as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. [The Owner Trustee (or, if the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return the Administrator) shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall annually cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided sent to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting a separate statement setting forth each such Certificateholder’s share of the items of income, gainsgain, deductionsloss, deduction or credit and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trustwill instruct each such Certificateholder to report such items on its federal income tax returns. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor Owner Trustee (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a the sole Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage InterestAdministrator) shall prepare or cause to be designated prepared the returns and information required by Treasury Regulations Section 1.671-5, as partnership representative; well as any other applicable provisions of law, to be provided that if no such selection is madeand filed, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined applicable, in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. manner prescribed therein.] [If the Trust were to become a partnership in accordance with Section 2.11 or the Internal Revenue Service were to contend successfully that the Trust is classified as not a disregarded entity but is rather a partnership for U.S. federal income tax purposes, the partnership representative Trust shall represent allocate items of income, gain, deduction and loss to the partners of the Trust in connection accordance with all examinations their economic interests in the Trust. With respect to interest expense of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated shall allocate to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because the Certificateholders their share of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)interest expense.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust’s 's characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.043.03, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s 's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” "tax matters partner" (within the meaning of Code Section 6231(a)(7) prior to the “Partnership Tax Audit Rules” (Sections 6221 through 6241 effectiveness of P.L. 114-74, the Code, together with any guidance issued thereunder or successor provisions and any similar provision Bipartisan Budget Act of state or local tax laws2015) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representativetax matters partner; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individualstax matters partner. If the Trust is classified as a partnership for U.S. federal income tax purposes (i) for any taxable period beginning before December 31, 2017 (or for state and local tax purposes, later taxable periods if relevant), the partnership representative “tax matters partner” shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The , and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code and the Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under P.L. 114-74, the Partnership Tax Audit RulesBipartisan Budget Act of 2015, and changes to the Code relating thereto), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. [The Administrator Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, such information in the possession or control of the Owner Trustee as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for U.S. federal income tax purposes purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as a disregarded entity so long as the Depositor described in and in accordance with Section 5.2(c) with respect to income or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the distributions to Certificateholders. The Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall annually cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided sent to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting a separate statement setting forth each such Certificateholder’s share of the items of income, gainsgain, deductionsloss, deduction or credit and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trustwill instruct each such Certificateholder to report such items on its federal income tax return. The Administrator Owner Trustee shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any such return with all elections the Administrator deems appropriateother applicable provisions of law, except that no election shall to be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholderprovided and filed, as applicable) shall promptly sign such returns and deliver such returns after signature , in the manner prescribed therein.] [If the Trust were to become a partnership in accordance with Section 2.11 or the Administrator and such returns shall be filed by Internal Revenue Service were to contend successfully that the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor Trust is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection disregarded entity but is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as rather a partnership for U.S. federal income tax purposes, the partnership representative Trust shall represent allocate items of income, gain, deduction and loss to the partners of the Trust in connection accordance with all examinations their economic interests in the Trust. With respect to interest expense of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated shall allocate to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because the Certificateholders their share of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)interest expense.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator shall deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent [The Trust will be treated, for U.S. federal income tax purposes, as a grantor trust and it is neither the purpose nor the intent of the parties hereto to create a partnership, joint venture or association taxable as a corporation. Each such Certificateholder (and any future Certificateholder by the purchase of a Trust Certificate will be deemed to have agreed) agrees to take no action inconsistent with such tax treatment][Consistent with the Trust’s characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)].

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, or such information as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11(i) for U.S. federal income tax purposes purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. [If the Trust were to become a partnership in accordance with Section 2.11 or the Internal Revenue Service were to contend successfully that the Trust is not a disregarded entity so long as but is rather a partnership for federal income tax purposes, the Trust shall allocate items of income, gain, deduction and loss to the partners of the Trust in accordance with their economic interests in the Trust. With respect to interest expense of the Trust, the Trust shall allocate to the Certificateholders their share of the entire amount of such interest expense.][ The Owner Trustee (or, if the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return the Administrator) shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall annually cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided sent to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting a separate statement setting forth each such Certificateholder’s share of the items of income, gainsgain, deductionsloss, deduction or credit and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trustwill instruct each such Certificateholder to report such items on its federal income tax returns. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor Owner Trustee (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a the sole Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage InterestAdministrator) shall prepare or cause to be designated prepared the returns and information required by Treasury Regulations Section 1.671-5, as partnership representative; well as any other applicable provisions of law, to be provided that if no such selection is madeand filed, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined applicable, in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)manner prescribed therein.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury RegulationsRegulations or otherwise, or such information as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for U.S. federal income tax purposes purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as a disregarded entity so long as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. [The Owner Trustee (or, if the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return the Administrator) shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall annually cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided sent to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting a separate statement setting forth each such Certificateholder’s share of the items of income, gainsgain, deductionsloss, deduction or credit and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trustwill instruct each such Certificateholder to report such items on its federal income tax return. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor Owner Trustee (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a the sole Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage InterestAdministrator) shall prepare or cause to be designated prepared the returns and information required by Treasury Regulations Section 1.671-5, as partnership representative; well as any other applicable provisions of law, to be provided that if no such selection is madeand filed, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined applicable, in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. manner prescribed therein.] [If the Trust were to become a partnership in accordance with Section 2.11 or the Internal Revenue Service were to contend successfully that the Trust is classified as not a disregarded entity but is rather a partnership for U.S. federal income tax purposes, the partnership representative Trust shall represent allocate items of income, gain, deduction and loss to the partners of the Trust in connection accordance with all examinations their economic interests in the Trust. With respect to interest expense of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated shall allocate to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because the Certificateholders their share of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)interest expense.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting; provided that the Owner Trustee shall be entitled to rely upon the written directions provided by the Servicer or upon information as furnished by the Servicer, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, or such information as may be requested by such Certificateholderrequired (including, such informationif applicable, reports or statements as may be necessary Schedule K–1) to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with , to the extent the Owner Trustee has come into possession thereof, (c) pursuant to written directions provided by the Servicer, cause to be prepared, and file, or cause to be filed, all tax returns, if any, relating to the Trust (including, if applicable, a partnership information return, IRS Form 1065) and make such elections relating to the Trust as from time to time may be required or appropriate, as directed by the Trust Depositor, under any applicable state or federal statute or any rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for U.S. federal income tax purposes or an entity the existence of which is disregarded as a disregarded entity so long separate from the Certificateholders under applicable Treasury Regulations depending on whether the Certificates are held by one owner or more than one owner, (d) pursuant to written directions provided by the Servicer, collect or cause to be collected any withholding tax as described in and in accordance with subsection 5.02(c) with respect to income or distributions to Certificateholders and (e) upon the Depositor or any other Person is the sole Certificateholder, no U.S. federal income tax return shall be filed on behalf request of the Trust unless either Trust, provide to necessary parties such reasonably current information, to the extent the Owner Trustee has come into possession thereof, or cause the Servicer to provide such reasonably current information, as is specified in paragraph (id)(4) of Rule 144A under the Securities Act. In performing the foregoing duties, the Owner Trustee shall be provided with an Opinion rely entirely on the written directions of Counsel that, based on a change and the information furnished by the Servicer and shall have no personal liability for or in applicable law occurring after the date hereof, or as a result respect of a transfer permitted by Section 3.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners performing any of the Trust, foregoing duties or the Administrator shall inform the Indenture Trustee in writing contents of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided by the Servicer. The Owner Trustee shall make all elections pursuant to it, required to be filed this Section 5.05 as directed by the Trust and shall remit Depositor in writing. In making such returns to the Depositor (or if the Depositor no longer owns any Trust Certificateselections, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to rely entirely on the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses written directions of the Trust and/or guaranteed payments made by the Trust Depositor and contributions to, and distributions from, the Trust. The Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, no personal liability for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because respect of such Certificateholder’s status or attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf of the Trust (including any interest, penalties and expenses associated with such payment)elections.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each CertificateholderCertificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations, or Regulations and as may be requested by such Certificateholder, such information, reports or statements as may be necessary required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Trust’s (and each Loan Groups’ and Sub-Trusts’) characterization for U.S. federal income tax purposes as a disregarded entity so long as the Depositor or any other Person is the sole CertificateholderQualified REIT Subsidiary, no U.S. federal income tax return shall be filed on behalf of the Trust unless either (iy) the Trust, the Sub-Trusts, the Owner Trustee shall be provided with or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust (or a related Loan Group or Sub-Trust) is required to file such a return. In the event that there the Trust (or a related Loan Group or Sub-Trust) is required to file tax returns, the Owner Trustee shall be two or more beneficial owners elect under Section 1278 of the Trust, Code to include in income currently any market discount that accrues with respect to the Administrator shall inform the Indenture Mortgage Loans. The Owner Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared U.S. federal and, if applicable, state or local partnership any tax returns, with all such necessary information provided to it, returns required to be filed by the Trust or the Sub-Trusts and shall remit such returns to the Depositor (or if the Depositor no longer owns any Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules))) Sponsor at least (5) five days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Administrator shall prepare Seller, or any other such return with all elections the Administrator deems appropriateparty required by law, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator Owner Trustee and such returns shall be filed by by, or at the Administrator direction of, the Owner Trustee with the appropriate tax authorities. In no event shall the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder Seller or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as partnership representative or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such be liable for any liabilities, costs or in its individual capacity) expenses of the Trust or the Sub-Trusts arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any of its officers, directors, employees, agents other tax imposed on or affiliated individuals. If the Trust is classified as a partnership for U.S. federal measured by income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated penalty or addition with respect thereto or arising from a failure to comply therewith), except, in the case of the Seller only, for any such payment) the Trust is obligated to pay because of such Certificateholder’s status liability, cost or expense attributable to such Certificateholder to the Trust at least five days prior to the due date for such payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on behalf Seller’s breach of the Trust (including any interest, penalties and expenses associated with such payment)its obligations under this Agreement.