Common use of Grantor Trust Administration Clause in Contracts

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C C, Class PEX and Class PEX V Certificates, if the Tax Administrator receives notice that any such Certificate is held through a nominee, the Tax Administrator is hereby directed to assume that DTC is will treat such nominee as the only “middleman” as defined by with respect to such certificate unless it has actual knowledge to the WHFIT Regulations unless contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to any such Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-SV Certificates, if the Tax Administrator receives notice that any Class B, Class C and Class PEX CertificatesV Certificate is held through a nominee, the Tax Administrator is hereby directed to assume that DTC is will treat such nominee as the only “middleman” as defined by with respect to such certificate unless it has actual knowledge to the WHFIT Regulations unless contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to a Class V Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C C, Class PEX and Class PEX V Certificates, if the Tax Administrator receives notice that any such Certificate is held through a nominee, the Tax Administrator is hereby directed to assume that DTC is will treat such nominee as the only “middleman” as defined by with respect to such certificate unless it has actual knowledge to the WHFIT Regulations unless contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to any such Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust PoolTrust, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master ServicersServicer’ or the Special ServicersServicer’ possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a [WHMT]. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S[A-1], Class B, Class C [A-2] and Class PEX [EC] Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. With respect to the Class V Certificates, if the Tax Administrator receives notice that any Class V Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations solely to the extent such information as is reasonably necessary to enable the Tax Administrator it to do so, so (and is not in its possession, ) is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph, the assumption with respect to the Exchangeable Certificates or that the notice received with respect to a Class V Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section Sections 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Paying Agent on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the The Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 blank or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust Unless notified by the Depositor or by the beneficial owner of a Class V Certificate that such Certificate is held by a WHFIT that is a WHMT. The Tax Administrator will report “middleman,” as required under defined in the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX CertificatesRegulations, the Tax Administrator shall be entitled to treat the Grantor Trust as a Grantor Trust that is hereby directed to assume that DTC is not a WHFIT. If so notified, the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (l) The Tax Administrator shall have no obligation to monitor whether a Grantor Trust has become a WHFIT following the Closing Date, and shall report under the WHFIT Regulations only to the extent it receives written notice of the same.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the The Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust Unless notified by the Depositor or by the beneficial owner of a Class V Certificate that such Certificate is held by a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides Regulations, the Tax Administrator with shall be entitled to treat the identities of other “middlemen” Grantor Trust as a Grantor Trust that are Certificateholdersis not a WHFIT. The If so notified, the Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (l) The Tax Administrator shall have no obligation to monitor whether the Grantor Trust has become a WHFIT following the Closing Date, and shall report under the WHFIT Regulations only to the extent it receives written notice of the same.

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the each of Grantor Trust Pool, Z and Grantor Trust E for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool "grantor trust" under the Code and shall treat (i) the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, and (ii) the Excess Servicing Strip as separate assets of Grantor Trust E, and in each case not of REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. The holder of preparing the Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Mortgage Loans and filing such returns shall be borne by the Tax AdministratorREO Loans and proceeds thereof. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Z and Grantor Trust E (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust Pool. Z and Grantor Trust E. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool Z and Grantor Trust E as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) 10 days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to (i) the Class Z Certificateholders, and (ii) the holder of the Excess Servicing Strip, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust Z or Grantor Trust E, as the case may be, as may be required under the Code, and shall perform on behalf of the Grantor Trust Pool Z and Grantor Trust E all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the each of Grantor Trust Pool as Z and Grantor Trust E as a "grantor trust" under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the either of Grantor Trust Pool Z or Grantor Trust E to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in reasonably be expected to endanger the status of either of Grantor Trust Z or Grantor Trust E as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the either of Grantor Trust Pool, Z or Grantor Trust E or causing the Trust Fund to take any action, action that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of either of Grantor Trust Z or Grantor Trust E so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates or the holder of the Excess Servicing Strip, as the case may be. (gf) If any tax is imposed on the either of Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsZ and Grantor Trust E, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust FundFund constituting Grantor Trust Z or Grantor Trust E, as the case may be, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will Trustee shall report as required under the WHFIT Regulations to Regulations, provided that the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Trustee receives on a timely basisbasis any and all information reasonably necessary for it to do so. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator Trustee is hereby directed to assume that DTC is the only “"middleman” " (as such term is defined by in the WHFIT Regulations Regulations) unless the Depositor provides the Tax Administrator Trustee with the identities of other “"middlemen” " that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations Trustee shall be entitled to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator rely on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphsubparagraph (a) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (a) is incorrect. (ib) The Tax Administrator, in its discretion, will Trustee shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be Trustee is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Trustee knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator will Trustee shall make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Trustee is not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (jc) The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Trustee will assume there is no secondary market trading of WHFIT interests. (kd) To the extent required by the WHFIT Regulations, the Tax Administrator Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will shall represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (e) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations (such amount, the "Additional WHFIT Compensation") that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, as mutually agreed to between the Depositor and the Trustee, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trust. The amount of Additional WHFIT Compensation shall be mutually agreed to by the Depositor and the Trustee. (f) The Trustee shall treat the portions of the Trust Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Trustee shall furnish or cause to be furnished to the Holders of the Exchangeable Certificates and shall file or cause to be filed with the Internal Revenue Service together with any other information or form as may be applicable, their allocable shares of income and expenses with respect to the property held by the Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Trustee have the power to vary the investments of the Certificateholders in their related assets of the Grantor Trust in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 6.03 and 6.04 of this Agreement shall be deemed to have instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificate Grantor Trust Account. The Trustee hereby designates the Exchangeable Certificate Grantor Trust Account as a sub-account of the Certificate Account. (ii) On each Distribution Date, the Trustee shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Upper-Tier Certificate Sub-Account pursuant to paragraph (g)(i) of this Section 5.10 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the related Exchangeable REMIC Certificates shall be deemed to have instructed the Trustee to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Upper-Tier Certificate Sub-Account to such beneficial owner.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master ServicersServicer’ or the Special ServicersServicer’ possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. With respect to the Class V Certificates, if the Tax Administrator receives notice that any Class V Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to a Class V Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the each of Grantor Trust PoolZ, Grantor Trust E and Grantor Trust B for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool "grantor trust" under the Code and shall treat (i) the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, (ii) the Excess Servicing Strip and amounts held from time to time in the Collection Account that represent the Excess Servicing Strip as separate assets of Grantor Trust E, and (iii) the Broker Strip and amounts held from time to time in the Collection Account that represent the Broker Strip as separate assets of Grantor Trust B, and in each case not of REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. The holder of preparing the Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Mortgage Loans and filing such returns shall be borne by the Tax AdministratorREO Loans and proceeds thereof. The Broker Strip Payees to whom the Broker Strip is payable are hereby designated as owning undivided beneficial interests in the Broker Strip payable on the Mortgage Loans and the REO Loans and proceeds thereof. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Z, Grantor Trust E and Grantor Trust B (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust Pool. Z, Grantor Trust E and Grantor Trust B. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool Z, Grantor Trust E and Grantor Trust B as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to (i) the Class Z Certificateholders, (ii) the holder of the Excess Servicing Strip and (iii) the Broker Strip Payees to whom the Broker Strip is payable, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust Z, Grantor Trust E or Grantor Trust B, as the case may be, as may be required under the Code, and shall perform on behalf of the Grantor Trust Pool Z, Grantor Trust E and Grantor Trust B all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the each of Grantor Trust Pool as Z, Grantor Trust E and Grantor Trust B as a "grantor trust" under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the any of Grantor Trust Pool Z, Grantor Trust E or Grantor Trust B to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in be reasonably be expected to endanger the status of any of Grantor Trust Z, Grantor Trust E or Grantor Trust B as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the any of Grantor Trust PoolZ, Grantor Trust E or Grantor Trust B or causing the Trust Fund to take any action, action that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of any of Grantor Trust Z, Grantor Trust E or Grantor Trust B so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates, the holder of the Excess Servicing Strip or the Broker Strip Payees to whom the Broker Strip is payable, as the case may be. (gf) If any tax is imposed on the any of Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsZ, then Grantor Trust and Grantor Trust B, such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust FundFund constituting Grantor Trust Z, Grantor Trust E or Grantor Trust B, as the case may be, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-SV Certificates, if the Tax Administrator receives notice that any Class B, Class C and Class PEX CertificatesV Certificate is held through a nominee, the Tax Administrator is hereby directed to assume that DTC is will treat such nominee as the only “middleman” as defined by with respect to such certificate unless it has actual knowledge to the WHFIT Regulations unless contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is if not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to a Class V Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. With respect to the Class V Certificates, if the Tax Administrator receives notice that any Class V Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to a Class V Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the each of Grantor Trust PoolA-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and, subject to Section 2.05(b), Grantor Trust V, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool separate grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authoritieslast day of the calendar year in which the Certificates are issued. The expenses of preparing Class A-2FL Certificates, the Class A-4FL Certificates, the Class A-MFL Certificates, the Class A-JFL Certificates and, subject to Section 2.05(b), the Class V Certificates are hereby designated as representing an undivided interest in Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and filing such returns shall be borne by the Tax AdministratorGrantor Trust V, respectively. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Trusts (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Grantor Trust Assets in the Grantor Trust PoolFund, unless otherwise provided in Section 10.02(e10.02(i) or 10.02(f10.02(j)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the each of Grantor Trust Pool. A-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and, subject to Section 2.05(b), Grantor Trust V. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) Each Grantor Trust is a WHFIT that is a NMWHFIT. The other parties hereto shall provide Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis basis. The Tax Administrator shall assume that the Depository is the only "middleman" (as such term is defined in the WHFIT Regulations) with respect to the Class A-2FL, Class A-4FL, Class A-MFL and Class A-JFL Certificates unless a beneficial owner thereof or the Depositor provides the Trust Administrator with the identities of other "middlemen" with respect to the Class A-2FL, Class A-4FL, Class A-MFL and Class A-JFL Certificates. The Holders of Class V Certificates shall provide the Tax Administrator with information identifying any such Holders of Class V Certificates that are "middlemen" as defined by the WHFIT Regulations. The Tax Administrator shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this paragraph is incorrect. (e) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether a Holder of a Class A-2FL, Class A-4FL, Class A-MFL, Class A-JFL or Class V Certificate uses the cash or accrual method. The Tax Administrator will make available (via its website) WHFIT information to the Holders of the Class A-2FL, Class A-4FL, Class A-MFL, Class A-JFL and Class V Certificates annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by a Holder of a Class A-2FL, Class A-4FL, Class A-MFL, Class A-JFL or Class V Certificate. (f) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator or (iii) the inability of the Tax Administrator, after good faith efforts, to alter its designee existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each Holder of a Class A-2FL, Class A-4FL, Class A-MFL, Class A-JFL or Class V Certificate, by acceptance of its interest in such information with respect class of Certificates, will be deemed to the Grantor Trust Pool as is in its possession and reasonably requested by have agreed to provide the Tax Administrator to enable it to perform its obligations under this Section 10.02with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Without limiting the generality Absent receipt of the foregoingsuch information, and unless informed otherwise by the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as will assume there is reasonably requested no secondary market trading of WHFIT interests. (g) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for tax purposesthe Class A-2FL, Class A-4FL, Class A-MFL, Class A-JFL and Class V Certificates. The Tax Administrator will make reasonable good faith efforts to keep the Tax Administrator’s duty to perform its reporting website accurate and other tax compliance obligations under this Section 10.02 shall be subject updated to the condition that it receives from extent CUSIPs have been received. Absent the Depositor such information possessed by the Depositor that is necessary to permit receipt of a CUSIP, the Tax Administrator to perform such obligationswill use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (eh) The Tax Administrator shall perform on behalf of the each of Grantor Trust Pool A-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and, subject to Section 2.05(b), Grantor Trust V, all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fi) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the each of Grantor Trust Pool as A-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and, subject to Section 2.05(b), Grantor Trust V, as a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the any of Grantor Trust Pool A-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and, subject to Section 2.05(b), Grantor Trust V, to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the any of Grantor Trust PoolA-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL and, subject to Section 2.05(b), Grantor Trust V, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (gj) If any tax is imposed on the any of Grantor Trust Pool pursuant to the Code A-2FL, Grantor Trust A-4FL, Grantor Trust A-MFL, Grantor Trust A-JFL or any applicable provisions of state or local tax lawsGrantor Trust V, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust Assets in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To Notwithstanding the extent required by the WHFIT Regulationsforegoing provisions of this Section 10.02, the Tax Administrator will use reasonable efforts applicability of this Section 10.02 is subject to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFITSection 2.05(b). The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.-377-

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. With respect to the Class V Certificates, if the Tax Administrator receives notice that any Class V Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph or that the notice received with respect to a Class V Certificate as described above is incorrect. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the portions of the Trust Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as assets of the Exchangeable Certificates Grantor Trust. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of the Exchangeable Certificate pursuant to Sections 4.05 and 4.06 of this Agreement shall be deemed to have instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust Pool, for tax return preparation purposes, and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor Trust Account. Funds in the Exchangeable Certificates Grantor Trust Account shall remain uninvested. The Trustee hereby designates the Exchangeable Certificates Grantor Trust Account as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf sub-account of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax AdministratorCertificate Account. (b) The Tax Administrator On each Distribution Date, the Trustee shall pay out of its own funds any and be deemed to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect Exchangeable REMIC Certificates deemed received by it from the Certificate Account pursuant to paragraph (a) of this Section 3.07 in the Exchangeable Certificates Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with Account and shall immediately distribute such amounts in respect to of the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f))Exchangeable Certificate. (c) The Tax Administrator Any beneficial owner of the Exchangeable Certificate that exchanges the Exchangeable Certificate for the related Exchangeable REMIC Certificates shall prepare or cause be deemed to be prepared, submit to have instructed the Trustee for execution (and to remove such Exchangeable REMIC Certificates from the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Exchangeable Certificates Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h)Trust, 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report so that distributions on such Certificateholder’s fiscal year if other than Exchangeable REMIC Certificates are made directly from the calendar yearCertificate Account to such beneficial owner. (d) The other parties hereto Trustee shall provide account for the Exchangeable Certificates Grantor Trust and the respective assets and rights with respect thereto as, for United States federal income tax purposes, separate grantor trusts, each as described in Subpart E of Part I of Subchapter J of the Code and Treasury regulations section 301.7701-4(c) and not as assets of any REMIC created pursuant to this Agreement. The Trustee shall apply for taxpayer identification numbers on a timely basis IRS Form SS-4 and any similarly required state or local forms for each grantor trust. The Trustee shall furnish or cause to be furnished to the Tax Administrator Holder of the Exchangeable Certificates and shall file or its designee cause to be filed such information forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool as is allocable shares of income and expenses with respect to the assets of the respective grantor trust at the time and in its possession and reasonably requested the manner required by the Tax Administrator Code and Treasury regulations promulgated thereunder and any similar state or local laws. The Trustee shall sign any forms required pursuant to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten subsection (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligationsd). (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust Each grantor trust is a WHFIT that is a WHMT. The Tax Administrator will Trustee shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Trustee to do so, and is not in its possession, is provided to the Tax Administrator Trustee on a timely basis. The Tax Administrator will not be liable Trustee shall assume that DTC is the only “middleman” (as such term is defined in the WHFIT Regulations) with respect to the Book-Entry Certificates. The Depositor shall pay for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of a determination by the IRS that is contrary to the first sentence of this paragraphgrantor trust as a WHFIT. (if) The Tax AdministratorTrustee, in its discretion, will shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will Trustee shall be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate uses the cash or accrual method. The Tax Administrator Trustee will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (jg) The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2008 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securitiesCertificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the Depositorbeneficial owner thereof, the Tax Administrator will Depositor and the Trustee may assume there is no secondary market trading of WHFIT interests. (kh) To the extent required by the WHFIT Regulations, the Tax Administrator Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C SFX and Class PEX A-SFL Certificates, the Tax Administrator is hereby directed to assume that DTC the Depository is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. With respect to the Class V Certificates, if the Tax Administrator receives notice that any Class V Certificate is held through a nominee, the Tax Administrator will treat such nominee as the “middleman” with respect to such certificate unless it has actual knowledge to the contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to a Class V Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Certificate Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator Trustee shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator Trustee from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e10.01(e) or 10.02(f10.01(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute prepare, sign and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator Trustee without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.0210.03. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s Trustee's request therefor, shall provide in writing to the Tax Administrator Trustee such information as is reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax Administrator’s Trustee's duty to perform its reporting and other tax compliance obligations under this Section 10.02 10.03 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (ed) The Tax Administrator Trustee shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator Trustee to the extent reasonably requested by the Tax Administrator Trustee and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax AdministratorTrustee, Master ServicersServicer, the Special Servicers or the Trustee Servicer shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in adversely affect the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such adverse effect on grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator Trustee has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator Trustee seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator Trustee has advised it in writing that the Tax Administrator Trustee has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator Trustee or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Tax Administrator Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator Fund or the Trustee. Notwithstanding any provision of this Agreement to the contrary, the Grantor Trust Assets shall not be subject to any expenses, costs or other charges that are attributable to the assets or activities of REMIC I, REMIC II or REMIC III. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), ) shall be charged to and paid by: (i) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.03; (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.03; (iii) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith 10.03; or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (hg) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With Trustee shall, for federal income tax purposes, maintain books and records with respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator Grantor Trust on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds calendar year and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP informationaccrual basis.

Grantor Trust Administration. (a) The Tax Administrator Master Servicer shall treat the Grantor portions of the Trust Pool, for tax return preparation purposes, Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a Grantor Trust "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Tax Administrator Master Servicer shall also perform on behalf make available upon request to the Holders of the Grantor Trust Pool all reporting Exchangeable Certificates, and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare file or cause to be prepared, submit to filed with the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply Internal Revenue Service together with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such information or form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share , their allocable shares of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested property held by the Tax Administrator Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Master Servicer have the power to enable it to perform its obligations under this Section 10.02. Without limiting vary the generality investments of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide Certificateholders in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf their related assets of the Grantor Trust Pool all reporting in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 5.03 and other tax compliance duties that are required in respect thereof under 5.04 of this Agreement shall be deemed to have instructed the Code, Master Servicer to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust distributions in respect of taxes such Exchangeable REMIC Certificates shall be paid by deposited into the Trustee out Exchangeable Certificate Grantor Trust Account. The Master Servicer hereby designates the Exchangeable Certificate Grantor Trust Account as a sub-account of amounts on deposit in the Distribution Certificate Account. (hii) On each Distribution Date, the Master Servicer shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Certificate Account pursuant to paragraph (b)(i) of this Section 4.05 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the Related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the Related Exchangeable REMIC Certificates shall be deemed to have instructed the Master Servicer to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Certificate Account to such beneficial owner. (c) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will Master Servicer shall report as required under the WHFIT Regulations to Regulations, provided that the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Master Servicer receives on a timely basisbasis any and all information reasonably necessary for it to do so. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator Master Servicer is hereby directed to assume that DTC is the only “"middleman” " (as such term is defined by in the WHFIT Regulations Regulations) unless the Depositor provides the Tax Administrator Master Servicer with the identities of other “"middlemen” " that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations Master Servicer shall be entitled to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator rely on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphsubparagraph (c) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (c) is incorrect. (id) The Tax Administrator, in its discretion, will Master Servicer shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be Master Servicer is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Master Servicer knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator will Master Servicer shall make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Master Servicer is not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator Master Servicer shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Master Servicer, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorMaster Servicer or (iii) the inability of the Master Servicer, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Master Servicer will assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Administrator will Master Servicer shall use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will shall represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will Master Servicer shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will Master Servicer is not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (g) The Master Servicer shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, in the Master Servicer's sole discretion, a material increase in the Master Servicer's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) There is hereby established a separate trust (the “Grantor Trust”), which shall be a grantor trust for federal income tax purposes. The Tax Grantor Trust shall be maintained by the Trustee in its name, for the benefit of the Holders of the Grantor Trust Certificates. The assets of the Grantor Trust shall consist of the Grantor Trust Assets, which have been placed in the Grantor Trust. The Grantor Trust Assets in the Grantor Trust shall be held by the Trustee. The Initial Exchangeable Certificates and the Exchangeable Certificates represent undivided beneficial ownership of REMIC Regular Interest Combinations depending on which Class of Initial Exchangeable Certificates or Exchangeable Certificates is outstanding. (b) The Securities Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, purposes as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state tax returns for each taxable year ending on or after the IRS or any state or local taxing authoritieslast day of the calendar year in which the Certificates are issued. The expenses of preparing Non-Exchangeable Certificates, and filing such returns shall be borne by the Tax AdministratorInitial Exchangeable Certificates and the Exchangeable Certificates that are outstanding are hereby designated as representing beneficial ownership interests in the Grantor Trust. (bc) The Tax Securities Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund Issuer incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund Issuer that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Securities Administrator from the assets in the Grantor Trust Pool, Assets) unless otherwise provided in Section 10.02(e) or 10.02(f)11.05(k). (cd) The Tax Securities Administrator shall prepare or cause to be preparedand upon execution by the Trustee, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns tax returns in respect of the Grantor Trust PoolTrust. The Trustee shall execute all of the tax returns in respect of the Grantor Trust. The expenses of preparing and filing such returns shall be borne by the Tax Securities Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Grantor Trust is a WHFIT that is a WHMT. The Securities Administrator shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Securities Administrator to do so is provided to the Securities Administrator on a timely basis. The “middlemen” as defined by the WHFIT Regulations shall be Cede & Co., the nominee of DTC. The Securities Administrator shall not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Issuer incorrectly determining the status of the Grantor Trust as a WHFIT or failing to identify whether or not the Grantor Trust is a WHFIT. (f) The Securities Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Securities Administrator shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Securities Administrator shall make available WHFIT information to Certificateholders annually. In addition, the Securities Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (g) The Securities Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations or for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Securities Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Securities Administrator. Each owner of a Class of Certificates representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such Class of Certificates, shall be deemed to have agreed to provide the Securities Administrator with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Securities Administrator will assume there is no secondary market trading of WHFIT interests. (h) To the extent required by the WHFIT Regulations, the Securities Administrator shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of an interest in a WHFIT. (i) The Securities Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fj) The Tax Securities Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers Provisions. The Securities Administrator shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall not knowingly take (or cause the any Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Securities Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Grantor Trust Fund if the Tax Securities Administrator seeks to take such action or to refrain from taking any action for the benefit of the Grantor Trust Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Securities Administrator has advised it in writing that the Tax Securities Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Securities Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event advice at the cost or expense of the party requesting such action or at the expense of the Grantor Trust Fund, if the Tax Securities Administrator seeks to take such action or to refrain from taking any action for the Trusteebenefit of the Grantor Trust Certificateholders. (gk) If any tax is imposed on the any Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if Securities Administrator to the extent such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith amounts are attributable to the negligence or willful misconduct); misconduct of the Securities Administrator in fulfilling its duties hereunder (including its duties as tax return preparer) or (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Grantor Trust Fund, Assets in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator Trustee shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator Trustee from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e10.01(e) or 10.02(f(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute prepare, sign and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator Trustee without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.0210.03. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s Trustee's request therefor, shall provide in writing to the Tax Administrator Trustee such information as is reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax Administrator’s Trustee's duty to perform its reporting and other tax compliance obligations under this Section 10.02 10.03 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (ed) The Tax Administrator Trustee shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator Trustee to the extent reasonably requested by the Tax Administrator Trustee and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax AdministratorTrustee, Master ServicersServicer, the Special Servicers or the Trustee Servicer shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in adversely affect the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such adverse effect on grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator Trustee has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator Trustee seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator Trustee has advised it in writing that the Tax Administrator Trustee has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator Trustee or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Tax Administrator Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator Fund or the Trustee. Notwithstanding any provision of this Agreement to the contrary, the Grantor Trust Assets shall not be subject to any expenses, costs or other charges that are attributable to the assets or activities of REMIC I, REMIC II or REMIC III. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), ) shall be charged to and paid by: (i) the Special Servicer, if such tax arises out of or results from a breach (which breach constitutes willful misfeasance, bad faith or negligence) by the Special Servicer of any of its obligations under Article III or this Section 10.03; (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.03; (iii) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith 10.03; or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by . (g) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Grantor Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Accounta calendar year and on an accrual basis. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations Trustee shall respond to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such reasonable written requests for information in its possession relation to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any income tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphCertificateholders. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator Trustee shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator Trustee from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e10.01(e) or 10.02(f10.01(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute prepare, sign and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator Trustee without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.0210.03. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s Trustee's request therefor, shall provide in writing to the Tax Administrator Trustee such information as is reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax Administrator’s Trustee's duty to perform its reporting and other tax compliance obligations under this Section 10.02 10.03 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (ed) The Tax Administrator Trustee shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator Trustee to the extent reasonably requested by the Tax Administrator Trustee and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax AdministratorTrustee, Master ServicersServicer, the Special Servicers or the Trustee Servicer shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in adversely affect the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such adverse effect on grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator Trustee has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator Trustee seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator Trustee has advised it in writing that the Tax Administrator Trustee has received or obtained an Opinion of Counsel to the effect that an Adverse 200 Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator Trustee or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Tax Administrator Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator Fund or the Trustee. Notwithstanding any provision of this Agreement to the contrary, the Grantor Trust Assets shall not be subject to any expenses, costs or other charges that are attributable to the assets or activities of REMIC I, REMIC II or REMIC III. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), ) shall be charged to and paid by: (i) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.03; (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.03; (iii) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith 10.03; or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by . (g) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Grantor Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Accounta calendar year and on an accrual basis. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations Trustee shall respond to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such reasonable written requests for information in its possession relation to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any income tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphCertificateholders. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator Trustee shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator Trustee from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e10.01(e) or 10.02(f(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute prepare, sign and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator Trustee without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.0210.03. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s Trustee's request therefor, shall provide in writing to the Tax Administrator Trustee such information as is reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax Administrator’s Trustee's duty to perform its reporting and other tax compliance obligations under this Section 10.02 10.03 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (ed) The Tax Administrator Trustee shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator Trustee to the extent reasonably requested by the Tax Administrator Trustee and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax AdministratorTrustee, Master ServicersServicer, the Special Servicers or the Trustee Servicer shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in adversely affect the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such adverse effect on grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator Trustee has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator Trustee seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator Trustee has advised it in writing that the Tax Administrator Trustee has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator Trustee or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Tax Administrator Trustee may consult with counsel to make such 297 written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator Fund or the Trustee. Notwithstanding any provision of this Agreement to the contrary, the Grantor Trust Assets shall not be subject to any expenses, costs or other charges that are attributable to the assets or activities of REMIC I, REMIC II or REMIC III. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), ) shall be charged to and paid by: (i) the Special Servicer, if such tax arises out of or results from a breach (which breach constitutes willful misfeasance, bad faith or negligence) by the Special Servicer of any of its obligations under Article III or this Section 10.03; (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.03; (iii) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith 10.03; or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by . (g) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Grantor Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Accounta calendar year and on an accrual basis. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations Trustee shall respond to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such reasonable written requests for information in its possession relation to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any income tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphCertificateholders. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Grantor Trust Assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the The Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s 's share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s 's fiscal year if other than the calendar year. (d) . The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.this

Grantor Trust Administration. (a) The Tax Administrator Master Servicer shall treat the Grantor portions of the Trust Pool, for tax return preparation purposes, Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a Grantor Trust "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Tax Administrator Master Servicer shall also perform on behalf make available upon request to the Holders of the Grantor Trust Pool all reporting Exchangeable Certificates, and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare file or cause to be prepared, submit to filed with the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply Internal Revenue Service together with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such information or form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share , their allocable shares of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested property held by the Tax Administrator Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Master Servicer have the power to enable it to perform its obligations under this Section 10.02. Without limiting vary the generality investments of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide Certificateholders in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf their related assets of the Grantor Trust Pool all reporting in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 5.03 and other tax compliance duties that are required in respect thereof under 5.04 of this Agreement shall be deemed to have instructed the Code, Master Servicer to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust distributions in respect of taxes such Exchangeable REMIC Certificates shall be paid by deposited into the Trustee out Exchangeable Certificate Grantor Trust Account. The Master Servicer hereby designates the Exchangeable Certificate Grantor Trust Account as a sub-account of amounts on deposit in the Distribution Certificate Account. (hii) On each Distribution Date, the Master Servicer shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Certificate Account pursuant to paragraph (b)(i) of this Section 4.05 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the Related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the Related Exchangeable REMIC Certificates shall be deemed to have instructed the Master Servicer to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Certificate Account to such beneficial owner. (c) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator Master Servicer will report as required under the WHFIT Regulations to Regulations, provided that the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Master Servicer receives on a timely basisbasis any and all information reasonably necessary for it to do so. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator Master Servicer is hereby directed to assume that DTC is the only “"middleman” " (as such term is defined by in the WHFIT Regulations Regulations) unless the Depositor provides the Tax Administrator Master Servicer with the identities of other “"middlemen” " that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations Master Servicer shall be entitled to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator rely on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphsubparagraph (c) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (c) is incorrect. (id) The Tax AdministratorMaster Servicer, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator Master Servicer will be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Master Servicer knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator Master Servicer will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator Master Servicer will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator Master Servicer shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Master Servicer, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorMaster Servicer or (iii) the inability of the Master Servicer, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Master Servicer will assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Administrator Master Servicer will use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Master Servicer will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Master Servicer will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (g) The Master Servicer shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, in the Master Servicer's sole discretion, a material increase in the Master Servicer's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The Tax Securities Administrator shall treat the portions of the Trust Fund consisting of the right of the Offered Certificates and Class B Certificates to receive Cap Carryover Amounts, the obligation of the Class CE Certificates to pay Cap Carryover Amounts, and the Class CE Grantor Trust PoolSubaccount and any other rights and obligations with respect thereto as the Class CE Grantor Trust and provisions of this Agreement shall be interpreted consistently with this treatment. Funds in the Class CE Grantor Trust Subaccount shall remain uninvested. In addition, for tax return preparation purposes, the Securities Administrator shall treat any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto and the Exchangeable Certificate Grantor Trust Subaccount as assets of the Exchangeable Certificates Grantor Trust. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of an Exchangeable Certificate pursuant to Sections 5.07 and 5.08 of this Agreement shall be deemed to have instructed the Securities Administrator to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor Trust Subaccount. Funds in the Exchangeable Certificates Grantor Trust Subaccount shall remain uninvested. The Securities Administrator hereby designates the Exchangeable Certificates Grantor Trust Subaccount as a sub-account of the Distribution Account. On each Distribution Date, the Securities Administrator shall be deemed to deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Distribution Account pursuant to this Section 9.04(a) in the Exchangeable Certificates Grantor Trust under the Code. The Tax Administrator Account and shall also perform on behalf immediately distribute such amounts in respect of the Grantor Trust Pool all reporting and other tax compliance duties related Exchangeable Certificates. Any beneficial owner of an Exchangeable Certificate that are exchanges such Exchangeable Certificate for the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns related Exchangeable REMIC Certificates shall be borne by deemed to have instructed the Tax AdministratorSecurities Administrator to remove such Exchangeable REMIC Certificates from the Exchangeable Certificates Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Distribution Account to such beneficial owner. (b) The Tax Securities Administrator shall pay out account for the Class CE Grantor Trust and the Exchangeable Certificates Grantor Trust and the respective assets and rights and obligations with respect thereto as, for United States federal income tax purposes, separate grantor trusts as described in Subpart E of its own funds any and all routine tax administration expenses Part I of Subchapter J of the Code and Treasury regulation §301.7701-4(c)(2) and not as assets of any Trust Fund incurred REMIC. The Securities Administrator shall apply for taxpayer identification numbers for the grantor trusts on IRS Form SS-4 and any similarly required state or local forms for each grantor trust. The Securities Administrator shall furnish or cause to be furnished to the Holders of the related Certificates and shall file or cause to be filed such forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool (but not including any professional fees or allocable shares of income and expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve assets of the IRS respective grantor trust at the time and in the manner required by the Code and regulations promulgated thereunder and any similar state or state tax authorities which extraordinary expenses local laws. The Trustee shall be payable or reimbursable sign any such forms presented by the Securities Administrator to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f))Trustee for signature. (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns Each grantor trust shall be borne by the Tax Administrator without any right of reimbursement therefor. Except treated as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT unless or until otherwise required by applicable law. The Tax Securities Administrator will shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Securities Administrator to do so, and is not in its possession, is provided to the Tax Securities Administrator on a timely basis. The Tax Administrator will not be liable Depositor shall pay for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of a determination by the IRS that is contrary to the first sentence of this paragraphgrantor trust as a WHFIT. (id) The Tax Securities Administrator, in its discretion, will shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Securities Administrator will shall be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate uses the cash or accrual method. The Tax Securities Administrator will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Securities Administrator will shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator shall not be liable for failure to meet the reporting requirements Absent receipt of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securitiesCertificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the Depositorbeneficial owner thereof, the Tax Depositor and the Securities Administrator will may assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Securities Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Securities Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Certificate Administrator shall treat the each Grantor Trust Pool, Pool for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool "grantor trust" under the Code and shall treat (i) any and all collections of Additional Post-ARD Interest on the Trust ARD Loans and any successor Trust REO Loans with respect thereto and amounts held from time to time in the Collection Accounts and/or the Additional Post-ARD Interest Account that represent Additional Post-ARD Interest as separate assets of Grantor Trust V, provided that if the Trust Fund does not include any Trust ARD Loans then Grantor Trust V shall not be established, (ii) any and all collections of 500 Xxxxxx Town Center Deferred Interest and/or any 000 Xxxxxx Xxxx Center Repurchase Charge on the 500 Xxxxxx Town Center Trust Mortgage Loan or any compliance guidance issued by successor Trust REO Loan with respect thereto and amounts held from time to time in the IRS or any state or local taxing authoritiesapplicable Collection Account and/or the 500 Xxxxxx Town Center Account that represent 500 Xxxxxx Town Center Deferred Interest and/or a 500 Xxxxxx Town Center Repurchase Charge as separate assets of the 500 Xxxxxx Town Center Grantor Trust and (iii) the Excess Servicing Strip and amounts held from time to time in the Collection Accounts that represent the Excess Servicing Strip as separate assets of Grantor Trust E. The Class V Certificates are hereby designated as representing an undivided beneficial ownership interest in the assets of Grantor Trust V. The Class Z Certificates are hereby designated as representing a beneficial ownership interest in the portion of the 500 Xxxxxx Town Center Grantor Trust related to the 500 Xxxxxx Town Center Deferred Interest, and the Class A-1, Class XC and Class XP Certificates are hereby designated as representing beneficial ownership interests in the portion of the 500 Xxxxxx Town Center Grantor Trust related to the 000 Xxxxxx Xxxx Center Repurchase Charge. The expenses holder of preparing the Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Serviced Mortgage Loans and filing such returns shall be borne by the Tax Administratorany successor REO Loans with respect thereto and proceeds thereof. (b) The Tax Certificate Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Pools (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Certificate Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e10.02(d), Section 10.02(i) or 10.02(f10.02(j)). (c) The Tax Certificate Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign, and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolPools. The expenses of preparing and filing such returns shall be borne by the Tax Certificate Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Certificate Administrator or its designee such information with respect to the each Grantor Trust Pool as is in its possession and reasonably requested by the Tax Certificate Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) 10 days following the Tax Certificate Administrator’s 's request therefor, shall provide in writing to the Tax Certificate Administrator such information as is reasonably requested by the Tax Certificate Administrator for tax purposes, and the Tax Certificate Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Certificate Administrator to perform such obligations. (d) Each Grantor Trust Pool is a WHFIT that is a NMWHFIT. The Certificate Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator shall assume that the Depository is the only "middleman" (as such term is defined in the WHFIT Regulations) with respect to the Class A-1, Class XC and Class XP Certificates unless a beneficial owner thereof or the Depositor provides the Certificate Administrator with the identities of other "middlemen" with respect to the Class A-1, Class XC and Class XP Certificates. The holder of the Excess Servicing Strip, the Class V Certificates and the Class Z Certificates shall provide the Certificate Administrator with information identifying any such holder that is a "middleman". The Certificate Administrator shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this paragraph is incorrect. (e) The Tax Certificate Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator will be under no obligation to determine whether a Holder of a Certificate evidencing an interest in a Grantor Trust Pool or the holder of the Excess Servicing Strip uses the cash or accrual method. The Certificate Administrator will make available WHFIT information to the Holders of Class A-1, Class XC, Class XP, Class V and Class Z Certificates and the holder of the Excess Servicing Strip annually. In addition, the Certificate Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder or holder of the Excess Servicing Strip, unless requested by a Holder of a Class A-1, Class XC, Class XP, Class V or Class Z Certificate or the holder of the Excess Servicing Strip. (f) The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator or (iii) the inability of the Certificate Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each Holder of a Class A-1, Class XC, Class XP, Class V or Class Z Certificate or the holder of the Excess Servicing Strip, by acceptance of its interest in such Class of Certificates or in the assets of Grantor Trust E, as the case may be, will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such Certificates or Excess Servicing Strip, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Certificate Administrator will assume there is no secondary market trading of WHFIT interests. (g) To the extent required by the WHFIT Regulations, the Certificate Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Class A-1, Class XC, Class XP, Class V and Class Z Certificates. The Certificate Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (h) The Certificate Administrator shall furnish or cause to be furnished to the Holders of each Class of Certificates that evidences an interest in a Grantor Trust Pool and to the holder of the Excess Servicing Strip, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the applicable Grantor Trust Pool as may be required under the Code, and shall perform on behalf of the each Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fi) The Tax Certificate Administrator shall perform its duties hereunder so as to maintain the status of the each Grantor Trust Pool as Grantor Trust a "grantor trust" under the Grantor Trust Provisions (and the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers Servicer shall assist the Tax Certificate Administrator to the extent reasonably requested by the Tax Certificate Administrator and to the extent of information within the Trustee’s's, the Certificate Administrator's, either Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Certificate Administrator, the Master Servicers, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the any Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in reasonably be expected to endanger the status of any Grantor Trust Pool as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Certificate Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Certificate Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Certificate Administrator has advised it in writing that the Tax Certificate Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the any Grantor Trust Pool, Pool or causing the Trust Fund to take any action, action that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers Servicer shall consult with the Tax Certificate Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicers nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Certificate Administrator. The Tax Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Certificate Administrator or the Trustee. Under no circumstances may the Certificate Administrator vary the assets of any Grantor Trust Pool so as to take advantage of variations in the market so as to improve the rate of return of Holders of any Class of Certificates evidencing an interest therein or the holders of the Excess Servicing Strip, as the case may be. (gj) If any tax is imposed on the any Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsPool, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting such Grantor Trust Pool in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Grantor Trust Assets in the Grantor Trust PoolFund, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the The Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s 's share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s 's fiscal year if other than the calendar year. (d) . The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s 's request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (ed) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c10.01(c). (fe) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (hg) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under Notwithstanding the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificatesforegoing provisions of this Section 10.02, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence applicability of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except Section 10.02 is subject to the extent the WHFIT Regulations specifically require a different methodSection 2.05(b). The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.-363-

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust grantor trust under the Code. The Tax Administrator Code and shall also perform on behalf treat the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Grantor Trust Pool all reporting Trust, and other tax compliance duties that are the responsibility not either of such Grantor Trust Pool under the Code REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses of preparing and filing such returns shall be borne by Class Z Certificates are hereby designated as representing an undivided, beneficial interest in Additional Interest payable on the Tax AdministratorMortgage Loans. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to the Class Z Certificateholders on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the Grantor Trust, at the time and in the manner required under the Code, and shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an “Adverse Grantor Trust Event”), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of the Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Master Servicer shall treat the Grantor portions of the Trust PoolEstate consisting of (i) the right of the Class A-1 Certificates and the Class A-IO Interest to receive Net Swap Payments and the obligation of the Class A-IO Interest to pay any Net Swap Payments and Swap Termination Payments to the Swap Provider, for tax return preparation purposesall as more particularly set forth in Section 4.10, and (ii) any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a Grantor Trust "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Tax Administrator Master Servicer shall also perform on behalf make available upon request to the Holders of the Grantor Trust Pool all reporting Class A-1 Certificates, the Class A-IO Interest and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing Exchangeable Certificates, and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare file or cause to be prepared, submit to filed with the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply Internal Revenue Service together with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such information or form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share , their allocable shares of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested property held by the Tax Administrator Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Master Servicer have the power to enable it to perform its obligations under this Section 10.02. Without limiting vary the generality investments of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide Certificateholders in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf their related assets of the Grantor Trust Pool all reporting in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 5.03 and other tax compliance duties that are required in respect thereof under 5.04 of this Agreement shall be deemed to have instructed the Code, Master Servicer to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust distributions in respect of taxes such Exchangeable REMIC Certificates shall be paid by deposited into the Trustee out Exchangeable Certificate Grantor Trust Account. The Exchangeable Certificate Grantor Trust Account may be deemed a sub-account of amounts on deposit in the Distribution Certificate Account. (hii) On each Distribution Date, the Master Servicer shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Certificate Account pursuant to paragraph (b)(i) of this Section 4.05 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the Related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the Related Exchangeable REMIC Certificates shall be deemed to have instructed the Master Servicer to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Certificate Account to such beneficial owner. (c) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator will Master Servicer shall report as required under the WHFIT Regulations to Regulations, provided that the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Master Servicer receives on a timely basisbasis any and all information reasonably necessary for it to do so. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator Master Servicer is hereby directed to assume that DTC is the only “"middleman” " (as such term is defined by in the WHFIT Regulations Regulations) unless the Depositor provides the Tax Administrator Master Servicer with the identities of other “"middlemen” " that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations Master Servicer shall be entitled to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator rely on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphsubparagraph (c) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (c) is incorrect. (id) The Tax AdministratorMaster Servicer, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be Master Servicer is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Master Servicer knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator will Master Servicer shall make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Master Servicer is not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator Master Servicer shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator Master Servicer or (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorMaster Servicer. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Master Servicer will assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Administrator will Master Servicer shall use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will represent the Rule 144A CUSIPsCUSIP Numbers, if applicable. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will Master Servicer shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will Master Servicer is not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (g) The Master Servicer shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, in the Master Servicer's sole discretion, a material increase in the Master Servicer's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor Trust PoolY, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool separate grantor trust under the Code or and shall treat the assets thereof as separate assets of Grantor Trust Y, and not of any compliance guidance issued REMIC Pool, as permitted by the IRS or any state or local taxing authoritiesTreasury regulations section 1.860G-2(i)(1). The expenses of preparing and filing such returns shall be borne by the Tax Administrator.Class Y Certificates are hereby designated as representing an undivided beneficial interest in Grantor Trust Y. (b) The Tax Administrator Trustee shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the each Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities authorities, which extraordinary expenses shall be payable or reimbursable to the Tax Administrator Trustee from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute prepare, sign and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust Pool. Y. The expenses of preparing and filing such returns shall be borne by the Tax Administrator Trustee without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool Y as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s Trustee's request therefor, shall provide in writing to the Tax Administrator Trustee such information as is in its possession and reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax Administrator’s Trustee's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (d) Grantor Trust Y is a WHFIT that is a NMWHFIT. The Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. The Holders of Class Y Certificates shall provide the Trustee with information identifying any such Holders of Class Y Certificates that are "middlemen" as defined by the WHFIT. The Trustee shall be entitled to rely on the first sentence of this Section 10.02(d) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this Section 10.02(d) is incorrect. The Trustee, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trustee will be under no obligation to determine whether a Holder of a Class Y Certificate uses the cash or accrual method. The Trustee will make available WHFIT information to the Holders of the Class Y Certificates annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by a Holder of a Class Y Certificate. The Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2008 calendar year. Each Holder of a Class Y Certificate, by acceptance of its interest in such Class of Certificates, will be deemed to have agreed to provide the Trustee with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of WHFIT interests. To the extent required by the WHFIT Regulations, the Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the Class Y Certificates. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's sole discretion, a material increase in the Trustee's reporting obligations in respect of the related grantor trust. (e) The Tax Administrator Trustee shall furnish or cause to be furnished to each Holder of a Class Y Certificate, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust Y at the time and in the manner required under the Code, and shall perform on behalf of the Grantor Trust Pool Y all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool Y as Grantor Trust a separate grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers Servicer shall assist the Tax Administrator Trustee to the extent reasonably requested by the Tax Administrator Trustee and to the extent of information within the Trustee’s, the a Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, any Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool Y to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of Grantor Trust Y as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator Trustee has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator Trustee seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator Trustee has advised it in writing that the Tax Administrator Trustee has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolY, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers Servicer shall consult with the Tax Administrator Trustee or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither a Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Tax Administrator Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator Fund or the Trustee. Under no circumstances may the Trustee vary the assets of Grantor Trust Y so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Y Certificates. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsY, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Certificate Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ivii) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viii) a Special Servicer, the Trustee if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viiv) the Trust, out portion of the Trust Fund, Fund constituting Grantor Trust Y in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust PoolY, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code or and shall treat the Class Y Grantor Trust Assets as separate assets of Grantor Trust Y, and not of any compliance guidance issued REMIC Pool, as permitted by the IRS or any state or local taxing authoritiesTreasury regulations section 1.860G-2(i)(1). The expenses of preparing and filing such returns shall be borne by the Tax Administrator.Class Y Certificates are hereby designated as representing an undivided beneficial interest in Grantor Trust Y. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Y (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities authorities, which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust Pool. Y. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool Y as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s 's request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax 250 Administrator for tax purposes, and the Tax Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (ed) The Tax Administrator shall furnish or cause to be furnished to each Holder of a Class Y Certificate, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust Y at the time and in the manner required under the Code, and shall perform on behalf of the Grantor Trust Pool Y all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool Y as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool Y to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of Grantor Trust Y as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolY, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Tax Administrator. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. Under no circumstances may the Tax Administrator vary the assets of Grantor Trust Y so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Y Certificates. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsY, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicer, the Trustee if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligenceIV, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.Article 251 252

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the each of Grantor Trust Pool, Z and Grantor Trust E for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool "grantor trust" under the Code and shall treat (i) the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of Grantor Trust Z, and (ii) the Excess Servicing Strip as separate assets of Grantor Trust E, and in each case not of REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on the Trust Mortgage Loans and proceeds thereof. The holder of preparing the Excess Servicing Strip is hereby designated as owning an undivided beneficial interest in the Excess Servicing Strip payable on the Serviced Mortgage Loans and filing such returns shall be borne by the Tax AdministratorREO Loans and proceeds thereof. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Z and Grantor Trust E (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust Pool. Z and Grantor Trust E. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool Z and Grantor Trust E as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) 10 days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to (i) the Class Z Certificateholders, and (ii) the holder of the Excess Servicing Strip, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust Z or Grantor Trust E, as the case may be, as may be required under the Code, and shall perform on behalf of the Grantor Trust Pool Z and Grantor Trust E all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the each of Grantor Trust Pool as Z and Grantor Trust E as a "grantor trust" under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the either of Grantor Trust Pool Z or Grantor Trust E to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in reasonably be expected to endanger the status of either of Grantor Trust Z or Grantor Trust E as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the either of Grantor Trust Pool, Z or Grantor Trust E or causing the Trust Fund to take any action, action that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of either of Grantor Trust Z or Grantor Trust E so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates or the holder of the Excess Servicing Strip, as the case may be. (gf) If any tax is imposed on the either of Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsZ and Grantor Trust E, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust FundFund constituting Grantor Trust Z or Grantor Trust E, as the case may be, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the each Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool separate grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authoritieslast day of the calendar year in which the Certificates are issued. The expenses of preparing and filing such returns shall be borne by Subject to Section 2.05(b), the Tax Administrator.Class V Certificates are hereby designated as representing an undivided interest in Grantor Trust V. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but Pools(but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Grantor Trust Assets in the Grantor Trust PoolFund, unless otherwise provided in Section 10.02(e10.02(i) or 10.02(f10.02(j)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the each Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) Each Grantor Trust Pool is a WHFIT that is a NMWHFIT. The other parties hereto shall provide Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis basis. The Holders of Class V Certificates shall provide the Tax Administrator with information identifying any such Holders of Class V Certificates that are "middlemen" as defined by the WHFIT Regulations. The Tax Administrator shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this paragraph is incorrect. (e) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether a Holder of a Class V Certificate uses the cash or accrual method. The Tax Administrator will make available (via its website) WHFIT information to the Holders of the Class V Certificates annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by a Holder of a Class V Certificate. (f) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator or (iii) the inability of the Tax Administrator, after good faith efforts, to alter its designee existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each Holder of a Class V Certificate, by acceptance of its interest in such information with respect class of Certificates, will be deemed to the Grantor Trust Pool as is in its possession and reasonably requested by have agreed to provide the Tax Administrator to enable it to perform its obligations under this Section 10.02with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Without limiting the generality Absent receipt of the foregoingsuch information, and unless informed otherwise by the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as will assume there is reasonably requested no secondary market trading of WHFIT interests. (g) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for tax purposes, the Class V Certificates. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject updated to the condition that it receives from extent CUSIPs have been received. Absent the Depositor such information possessed by the Depositor that is necessary to permit receipt of a CUSIP, the Tax Administrator to perform such obligationswill use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (eh) The Tax Administrator shall perform on behalf of the each Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fi) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the each Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the any Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the any Grantor Trust Pool, or causing the any Grantor Trust Fund Pool to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (gj) If any tax is imposed on the any Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsPool, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust Assets in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To Notwithstanding the extent required by the WHFIT Regulationsforegoing provisions of this Section 10.02, the Tax Administrator will use reasonable efforts applicability of this Section 10.02 is subject to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFITSection 2.05(b). The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.-362-

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the portions of the Trust Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as assets of the Exchangeable Certificates Grantor Trust. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 6.05 and 6.06 of this Agreement shall be deemed to have instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust Pool, for tax return preparation purposes, and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor Trust Account. Funds in the Exchangeable Certificates Grantor Trust Account shall remain uninvested. The Trustee hereby designates the Exchangeable Certificates Grantor Trust Account as a Grantor Trust under sub-account of the CodeCertificate Account. The Tax Administrator Trustee shall also perform on behalf treat the portions of the Trust Estate consisting of the Class 2-A-4 Reserve Fund and Class 2-A-4 Interest Rate Cap Agreement and rights and obligations with respect thereto as the Class 2-A-4 Grantor Trust, and the portions of the Trust Pool all reporting Estate consisting of the Class 3-A-2 Reserve Fund and other tax compliance duties that are Class 3-A-2 Interest Rate Cap Agreement and rights and obligations with respect thereto as the responsibility Class 3-A-2 Grantor Trust, and provisions of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns this Agreement shall be borne by the Tax Administratorinterpreted consistently with this treatment. (b) The Tax Administrator On each Distribution Date, the Trustee shall pay out of its own funds any and be deemed (i) to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect Exchangeable REMIC Certificates deemed received by it from the Upper-Tier Certificate Account pursuant to paragraph (a) of this Section 5.12 in the Exchangeable Certificates Grantor Trust Pool Account and shall immediately distribute such amounts in respect of the related Exchangeable Certificates, (but not including any professional fees or expenses related ii) to audits or any administrative or judicial proceedings with deposit all distributions in respect to of the Trust Class 2-A-4 Reserve Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Class 2-A-4 Grantor Trust PoolTrust, unless otherwise and shall immediately distribute such amounts as provided in Section 10.02(e3.09 and (iii) or 10.02(f))to deposit all distributions in respect of the Class 3-A-2 Reserve Fund in the Class 3-A-2 Grantor Trust, and shall immediately distribute such amounts as provided in Section 3.09. (c) The Tax Administrator Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the related Exchangeable REMIC Certificates shall prepare or cause be deemed to be prepared, submit to have instructed the Trustee for execution (and to remove such Exchangeable REMIC Certificates from the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Exchangeable Certificates Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h)Trust, 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report so that distributions on such Certificateholder’s fiscal year if other than Exchangeable REMIC Certificates are made directly from the calendar yearUpper-Tier Certificate Account to such beneficial owner. (d) The other parties hereto Trustee shall provide account for the Class 2-A-4 Grantor Trust, the Class 3-A-2 Grantor Trust and the Exchangeable Certificates Grantor Trust and the respective assets and rights with respect thereto as, for federal income tax purposes, separate grantor trusts, each as described in Subpart E of Part I of Subchapter J of the Code and Treasury Regulations Section 301.7701-4(c) and not as assets of any REMIC created pursuant to this Agreement. The Trustee shall apply for taxpayer identification numbers on a timely basis IRS Form SS-4 and any similarly required state or local forms for each grantor trust. The Trustee shall furnish or cause to be furnished to the Tax Administrator Holders of the Class 2-A-4 Certificates, the Class 3-A-2 Certificates and the Exchangeable Certificates, respectively, and shall file or its designee cause to be filed such information forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool as is in its possession allocable shares of income and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action expenses with respect to the Grantor Trust Pool, or causing assets of the Trust Fund to take any action, that is not expressly permitted under respective grantor trust at the terms of this Agreement, time and in the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne manner required by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If Code and regulations promulgated thereunder and any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of similar state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as Trustee shall sign any forms required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphabove. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator Master Servicer will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Master Servicer to do so, and is not in its possession, is provided to the Tax Administrator Master Servicer on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties Master Servicer is hereby directed to assume that may arise under DTC is the only "middleman" (as such term is defined in the WHFIT Regulations as a result Regulations) unless the Depositor provides the Master Servicer with the identities of a determination by the IRS other "middlemen" that is contrary are Certificateholders. The Master Servicer shall be entitled to rely on the first sentence of this paragraphsubparagraph (a) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (a) is incorrect. (ib) The Tax AdministratorMaster Servicer, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator Master Servicer will be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Master Servicer knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator Master Servicer will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator Master Servicer will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (jc) The Tax Administrator Master Servicer shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Master Servicer, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorMaster Servicer or (iii) the inability of the Master Servicer, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Master Servicer will assume there is no secondary market trading of WHFIT interests. (kd) To the extent required by the WHFIT Regulations, the Tax Administrator Master Servicer will use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Master Servicer will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Master Servicer will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (e) The Master Servicer shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS, if such change requires, in the Master Servicer's sole discretion, a material increase in the Master Servicer's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The Tax Administrator shall treat the each Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool separate grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authoritieslast day of the calendar year in which the Certificates are issued. The expenses of preparing Class A-2FL Certificates, the Class A-MFL Certificates and, subject to Section 2.05(b), the Class V Certificates are hereby designated as representing an undivided interest in Grantor Trust A-2FL, Grantor Trust A-MFL and filing such returns shall be borne by the Tax AdministratorGrantor Trust V, respectively. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Trusts (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Grantor Trust Assets in the Grantor Trust PoolFund, unless otherwise provided in Section 10.02(e10.02(i) or 10.02(f10.02(j)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the each Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) Each Grantor Trust is a WHFIT that is a NMWHFIT. The other parties hereto shall provide Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis basis. The Tax Administrator shall assume that the Depository is the only "middleman" (as such term is defined in the WHFIT Regulations) with respect to the Floating Rate Certificates unless a beneficial owner thereof or the Depositor provides the Trust Administrator with the identities of other "middlemen" with respect to the Floating Rate Certificates. The Holders of Class V Certificates shall provide the Tax Administrator with information identifying any such Holders of Class V Certificates that are "middlemen" as defined by the WHFIT Regulations. The Tax Administrator shall be entitled to rely on the first sentence of this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this paragraph is incorrect. (e) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether a Holder of a Class A-2FL, Class A-MFL or Class V Certificate uses the cash or accrual method. The Tax Administrator will make available (via its website) WHFIT information to the Holders of the Class A-2FL, Class A-MFL and Class V Certificates annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by a Holder of a Class A-2FL, Class A-MFL or Class V Certificate. (f) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator or (iii) the inability of the Tax Administrator, after good faith efforts, to alter its designee existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each Holder of a Class A-2FL, Class A-MFL or Class V Certificate, by acceptance of its interest in such information with respect class of Certificates, will be deemed to the Grantor Trust Pool as is in its possession and reasonably requested by have agreed to provide the Tax Administrator to enable it to perform its obligations under this Section 10.02with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Without limiting the generality Absent receipt of the foregoingsuch information, and unless informed otherwise by the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as will assume there is reasonably requested no secondary market trading of WHFIT interests. (g) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for tax purposesthe Class A-2FL, Class A-MFL and Class V Certificates. The Tax Administrator will make reasonable good faith efforts to keep the Tax Administrator’s duty to perform its reporting website accurate and other tax compliance obligations under this Section 10.02 shall be subject updated to the condition that it receives from extent CUSIPs have been received. Absent the Depositor such information possessed by the Depositor that is necessary to permit receipt of a CUSIP, the Tax Administrator to perform such obligationswill use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (eh) The Tax Administrator shall perform on behalf of the each Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fi) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the each Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the any Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the any Grantor Trust PoolTrust, or causing the any Grantor Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (gj) If any tax is imposed on the any Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust Assets in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To Notwithstanding the extent required by the WHFIT Regulationsforegoing provisions of this Section 10.02, the Tax Administrator will use reasonable efforts applicability of this Section 10.02 is subject to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP informationSection 2.05(b).

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the each of Grantor Trust Pool, Y and Grantor Trust Z for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool "grantor trust" under the Code and shall treat (i) the Additional Interest, the Trust Converting Additional Interest Accounts and amounts held from time to time in the Trust Converting Additional Interest Account as separate assets of Grantor Trust Y and (ii) the ARD Loan Additional Interest, the ARD Loan Additional Interest Account and amounts held from time to time in the ARD Loan Additional Interest Account as assets of Grantor Trust Z, as applicable, and in each case (clauses (i) and (ii) above) not of REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses of preparing Class Y Certificates are hereby designated as representing an undivided beneficial interest in the Trust Converting Loan Additional Interest payable on the Trust Converting Loans and filing such returns shall be borne by proceeds thereof. The Class Z Certificates are hereby designated as representing an undivided beneficial interest in ARD Loan Additional Interest payable on the Tax AdministratorTrust ARD Loans and proceeds thereof. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Y and Grantor Trust Z (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee REMIC Administrator shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of Grantor Trust Y and Grantor Trust Z as may be applicable under the Grantor Trust PoolProvisions. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool Y and Grantor Trust Z as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) 10 days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposespurposes and compliance with the administration and reporting duties under the Grantor Trust Provisions, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to (i) the Holders of the Class Y Certificates and (ii) the Holders of the Class Z Certificates, on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of Grantor Trust Y or Grantor Trust Z, as the case may be, as may be required under the Code, and shall perform on behalf of the Grantor Trust Pool Y and Grantor Trust Z all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of, and to administer, each of the Grantor Trust Pool as Y and Grantor Trust Z as a "grantor trust" under the Grantor Trust Provisions (and the Depositor, the Trustee, the Master Servicers and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’sDepositor's, the Trustee's, either Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master the Masters Servicers, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the either of Grantor Trust Pool Y or Grantor Trust Z to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in reasonably be expected to endanger the status of either of Grantor Trust Y or Grantor Trust Z as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the either of Grantor Trust Pool, Y or Grantor Trust Z or causing the Trust Fund to take any action, action that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicers nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of either of Grantor Trust Y or Grantor Trust Z so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Y Certificates or Class Z Certificates, as the case may be. (gf) If any tax is imposed on the either of Grantor Trust Pool pursuant to the Code Y or any applicable provisions of state or local tax lawsGrantor Trust Z, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust FundFund constituting Grantor Trust Y or Grantor Trust Z, as the case may be, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (hg) The As of the Closing Date, neither Grantor Trust is Y nor Grantor Trust Z shall be treated as a WHFIT that is a WHMT. The Tax Administrator Depositor shall notify the Trustee if any Class Y Certificate or Class Z Certificate is held by a nominee or other "middleman," within the meaning of the WHFIT Regulations in which event the Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Trustee to do so, and is not in its possession, is provided to the Tax Administrator Trustee on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise Trustee shall have no obligation to monitor whether a grantor trust has become a WHFIT following the Closing Date, and shall report under the WHFIT Regulations as a result only to the extent it receives written notice of a determination by the IRS that is contrary same. The Trustee shall be entitled to rely on the first sentence of this paragraph. (i) paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect. The Tax AdministratorTrustee, in its discretion, will shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will Trustee shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will Trustee shall make available (via its website) WHFIT information to Certificateholders certificate holders annually. In addition, the Tax Administrator will Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) . The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Trustee that is not in its possession, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securitiesCertificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator will Trustee may assume there is no secondary market trading of WHFIT interests. (k) . To the extent required by the WHFIT Regulations, the Tax Administrator will Trustee shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator Trustee will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will Trustee shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of (i) the failure of the Depositor to timely inform the Trustee of the designation of the grantor trust as a WHFIT, (ii) the grantor trust becoming a WHFIT after the Closing Date (if compensation is not already provided for this contingency) or (iii) a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's sole and reasonable good faith discretion, a material increase in the Trustee's reporting obligations in respect of the related grantor trust.

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust grantor trust under the Code. The Tax Administrator Code and shall also perform on behalf treat the Additional Interest as a separate asset of the Grantor Trust Pool all reporting Trust, and other tax compliance duties that not of REMIC I, REMIC II or REMIC III, as permitted by Treasury Regulations Section 1.860G-2(i)(1) and, if necessary, under applicable state law and will file appropriate federal or state Tax Returns for each taxable year ending on or after the last day of the calendar year in which the Certificates are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administratorissued. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and 207 the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.this

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust grantor trust under the Code. The Tax Administrator Code and shall also perform on behalf treat the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Grantor Trust Pool all reporting Trust, and other tax compliance duties that are the responsibility not of such Grantor Trust Pool under the Code 00 Xxxx Xxxxxx Xxxxx Loan REMIC, REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses of preparing Class Z-I Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on Xxxxxxx Mortgage Loans and filing such returns shall be borne by the Tax Administratorproceeds thereof. The Class Z-II Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on KeyBank Mortgage Loans and proceeds thereof. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to the Class Z-I and Class Z-II Certificateholders on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the Grantor Trust as may be required under the Code, and shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers 278 Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of the Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z-I and Class Z-II Certificates. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Trust Administrator shall treat the each Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool separate grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authoritieslast day of the calendar year in which the Certificates are issued. The expenses of preparing Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates, the Class 4-A-1 Certificates, the Class 4-A-2 Certificates, the Class 4-A-3 Certificates, the Class 4-A-4 Certificates, the Class 4-A-5 Certificates, the Class 4-A-6 Certificates and filing such returns shall be borne by the Tax AdministratorClass 4-A-7 Certificates are hereby designated as representing an undivided interest in the Grantor Trust. (b) The Tax Trust Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool Trusts (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Trust Administrator from the assets Grantor Trust Assets in the Grantor Trust PoolFund, unless otherwise provided in Section 10.02(e9.10(i) or 10.02(f9.10(j)). (c) The Tax Trust Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (execution, and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Trust Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on Grantor Trust is a timely basis WHFIT that is a WHMT. The Trust Administrator will report as required under the WHFIT Regulations to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator extent such information as is reasonably requested necessary to enable the Trust Administrator to do so is provided to the Trust Administrator on a timely basis. The “middlemen” as defined by the Tax WHFIT Regulations will be Cede & Co., the nominee of DTC. The Trust Administrator will not be liable for any tax purposes, and reporting penalties that may arise under the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from WHFIT Regulations as a result of the Depositor such information possessed by incorrectly determining the Depositor that status of the grantor trust as a WHFIT or failing to identify whether or not the grantor trust is necessary to permit the Tax Administrator to perform such obligationsa WHFIT. (e) The Tax Trust Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Trust Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Trust Administrator will make available WHFIT information to Certificateholders annually. In addition, the Trust Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (f) The Trust Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations or for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trust Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Trust Administrator or (iii) the inability of the Trust Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner of a Class of Certificates representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such Class of Certificates, will be deemed to have agreed to provide the Trust Administrator with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trust Administrator will assume there is no secondary market trading of WHFIT interests. (g) To the extent required by the WHFIT Regulations, the Trust Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership. (h) The Trust Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fi) The Tax Trust Administrator shall perform its duties hereunder so as to maintain the status of the each Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, Trustee and the Master Servicers and the Special Servicers Servicer shall assist the Tax Trust Administrator to the extent reasonably requested by the Tax Trust Administrator and to the extent of information within the Trustee’s, ’s or the Master Servicers’ or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Trust Administrator or Master Servicers, the Special Servicers or the Trustee Servicer shall knowingly take (or cause the any Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Trust Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Trust Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Trust Administrator has advised it in writing that the Tax Trust Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the any Grantor Trust PoolTrust, or causing the any Grantor Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers Servicer shall consult with the Tax Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Trust Administrator or the Trustee. (gj) If any tax is imposed on the any Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Trust Administrator, if such tax arises out of or results from a breach by the Certificate Trust Administrator of any of its obligations under Article IV, Article VIII IX or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)9.10; (iiiii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)9.10; or (viiii) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust Assets in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To Notwithstanding the extent required by the WHFIT Regulationsforegoing provisions of this Section 9.10, the Tax Administrator will use reasonable efforts applicability of this Section 9.10 is subject to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP informationSection 2.03.

Grantor Trust Administration. (a) The Tax Trustee and the Securities Administrator shall (i) treat the portions of the Trust Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as assets of the Exchangeable Certificates Grantor Trust Pooland (ii) treat the portions of the Trust consisting of the Cap Carryover Reseve Account and the Supplemental Interest Trust and rights and obligations with respect thereto as the Class CE Grantor Trust, for tax return preparation purposes, and provisions of this Agreement shall be interpreted consistently with this treatment. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 6.05 and 6.06 of this Agreement shall be deemed to have instructed the Securities Administrator to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor Trust Account. Funds in the Exchangeable Certificates Grantor Trust Account shall remain uninvested. The Securities Administrator hereby designates the Exchangeable Certificates Grantor Trust Account as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf sub-account of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax AdministratorCertificate Account. (b) The Tax On each Distribution Date, the Securities Administrator shall pay out of its own funds any and be deemed (i) to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect Exchangeable REMIC Certificates deemed received by it from the Shifting Interest Upper-Tier Certificate Account pursuant to paragraph (a) of this Section 5.12 in the Exchangeable Certificates Grantor Trust Pool Account and shall immediately distribute such amounts in respect of the related Exchangeable Certificates and (but not including any professional fees or expenses related ii) to audits or any administrative or judicial proceedings with deposit all distributions in respect to of the Cap Carryover Reserve Account and the Supplemental Interest Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Class CE Grantor Trust PoolTrust, unless otherwise and shall immediately distribute such amounts as provided in Section 10.02(e5.03(c) or 10.02(f)and 5.03(d). (c) The Tax Administrator shall prepare or cause to be prepared, submit to Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns related Exchangeable REMIC Certificates shall be borne by deemed to have instructed the Tax Securities Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h)to remove such Exchangeable REMIC Certificates from the Exchangeable Certificates Grantor Trust, 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report so that distributions on such Certificateholder’s fiscal year if other than Exchangeable REMIC Certificates are made directly from the calendar yearShifting Interest Upper-Tier Certificate Account to such beneficial owner. (d) The other parties hereto Securities Administrator and the Trustee shall provide account for the Exchangeable Certificates Grantor Trust and the Class CE Grantor Trust and the assets and rights with respect thereto as, for federal income tax purposes, grantor trusts as described in Subpart E of Part I of Subchapter J of the Code and Treasury Regulation ss.301.7701-4(c)(2) and not as assets of any REMIC created pursuant to this Agreement. The Securities Administrator shall apply for taxpayer identification numbers on a timely basis IRS Form SS-4 and any similarly required state or local forms for the Exchangeable Certificates Grantor Trust and the Class CE Grantor Trust. The Securities Administrator shall furnish or caused to be furnished to the Tax Administrator Holders of the related Exchangeable Certificates and the Holders of the Class CE Certificates and shall file or its designee cause to be filed such information forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool as is in its possession allocable shares of income and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action expenses with respect to the Grantor Trust Pool, or causing assets of the Trust Fund to take any action, that is not expressly permitted under grantor trusts at the terms of this Agreement, time and in the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne manner required by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If Code and regulations promulgated thereunder and any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of similar state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Securities Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as sign any forms required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphabove. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Grantor Trust Assets in the Grantor Trust PoolFund, unless otherwise provided in Section 10.02(e10.02(i) or 10.02(f10.02(j)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide Grantor Trust is a WHFIT that is a NMWHFIT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis basis. The Holders of Class V Certificates shall provide the Tax Administrator with information identifying any such Holders of Class V Certificates that are "middlemen" as defined by the WHFIT Regulations. (e) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether a Holder of a Class V Certificate uses the cash or accrual method. The Tax Administrator will make available WHFIT information to the Holders of Class V Certificates annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by a Holder of a Class V Certificate. (f) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator or (iii) the inability of the Tax Administrator, after good faith efforts, to alter its designee existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each Holder of a Class V Certificate, by acceptance of its interest in such information with respect class of Certificates, will be deemed to the Grantor Trust Pool as is in its possession and reasonably requested by have agreed to provide the Tax Administrator to enable it to perform its obligations under this Section 10.02with information regarding any sale of such Certificates, including the price, amount of proceeds and date of sale. Without limiting the generality Absent receipt of the foregoingsuch information, and unless informed otherwise by the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as will assume there is reasonably requested no secondary market trading of WHFIT interests. (g) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for tax purposes, the Class V Certificates. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject updated to the condition that it receives from extent CUSIPs have been received. Absent the Depositor such information possessed by the Depositor that is necessary to permit receipt of a CUSIP, the Tax Administrator to perform such obligationswill use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (eh) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fi) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (gj) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To Notwithstanding the extent required by the WHFIT Regulationsforegoing provisions of this Section 10.02, the Tax Administrator will use reasonable efforts applicability of this Section 10.02 is subject to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFITSection 2.05(b). The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.-365-

Grantor Trust Administration. (a) The Tax Administrator Debt Instruments will be characterized as indebtedness for federal income tax purposes. The Trustee shall treat the Grantor portion of the Trust Poolconsisting of the Debt Instruments, for tax return preparation purposes, as a Grantor Trust under the CodeGrantor Trust Provisions and, if necessary, under applicable state law and shall file appropriate federal or state tax returns for each taxable year ending on or after the last day of the calendar year in which the Class A Certificates are issued. (b) The Trustee shall prepare, sign and file all of the tax returns in respect of the Trust. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The out-of-pocket expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust PoolTrustee, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to not employ any external service providers that have not been approved for such purpose by the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolDepositor. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator Trustee shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator Trustee but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in was a CertificateCertificateholder. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) . The other parties hereto Depositor shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.027.02(b). Without limiting the generality of the foregoing, the Depositor, within ten (10) 30 days following the Tax AdministratorTrustee’s request therefor, shall provide in writing to the Tax Administrator Trustee such information as is reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax AdministratorTrustee’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 7.02(b) shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (ec) The Tax Administrator Trustee shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c7.02(b). (fd) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as a Grantor Trust under the Grantor Trust Provisions (Provisions. The Trustee, and the Trustee, the Master Servicers and the Special Servicers Depositor each shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall not knowingly take (or or, as applicable, cause the Grantor Trust Pool to take) any action or (in the case of the Trustee) fail to take (or fail to cause to be taken) taken any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless endanger the Tax Administrator has obtained or received an Opinion of Counsel (at the expense status of the party requesting such action or at the expense portion of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit consisting of the Certificateholders) to the effect that the contemplated action will not Debt Instruments as a Grantor Trust or result in an Adverse Grantor Trust Event. None the imposition of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing a tax upon the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost assets or expense of the Trust Fund, the Tax Administrator or the Trusteetransactions. (ge) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including penalties interest and reasonable attorneys’ feespenalties), shall be charged to and paid by: by (i) by the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator hereunder or (ii) incompleteotherwise, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as assets of the Exchangeable Certificates Grantor Trust, and provisions of this Agreement shall be interpreted consistently with this treatment. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 5.7 and 5.8 of this Agreement shall be deemed to have instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust Pool, for tax return preparation purposes, as a and all distributions in respect of such Exchangeable REMIC Certificates shall be deemed deposited into the Exchangeable Certificate Grantor Trust. Funds in the Exchangeable Certificates Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administratorremain uninvested. (b) The Tax Administrator On each Distribution Date, the Trustee shall pay out of its own funds any and be deemed to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect Exchangeable REMIC Certificates deemed received by it from the Distribution Account pursuant to paragraph (a) of this Section 4.10 in the Exchangeable Certificates Grantor Trust Pool (but not including any professional fees or expenses and shall immediately distribute such amounts in respect of the related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f))Exchangeable Certificates. (c) The Tax Administrator Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the related Exchangeable REMIC Certificates shall prepare or cause be deemed to be prepared, submit to have instructed the Trustee for execution (and to remove such Exchangeable REMIC Certificates from the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Exchangeable Certificates Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h)Trust, 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report so that distributions on such Certificateholder’s fiscal year if other than Exchangeable REMIC Certificates are made directly from the calendar yearDistribution Account to such beneficial owner. (d) The other parties hereto Trustee shall provide account for the Exchange Certificates Grantor Trust and the assets and rights with respect thereto as, for federal income tax purposes, grantor trusts as described in Subpart E of Part I of Subchapter J of the Code and the Treasury Regulation §301.7701-4(c)(2) and not as assets of any REMIC created pursuant to this Agreement. The Trustee shall apply for taxpayer identification numbers on a timely basis IRS Form SS-4 and any similarly required state or local forms for the Exchangeable Certificates Grantor Trust. The Trustee shall furnish or cause to be furnished to the Tax Administrator Holders of the related Exchangeable Certificates and shall file or its designee cause to be filed such information forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool as is in its possession allocable shares of income and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action expenses with respect to the Grantor Trust Pool, or causing assets of the Trust Fund to take any action, that is not expressly permitted under grantor trusts at the terms of this Agreement, time and in the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne manner required by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If Code and regulations promulgated thereunder and any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of similar state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as Trustee shall sign any forms required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphabove. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor portions of the Trust Pool, for tax return preparation purposes, Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a Grantor Trust "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Tax Administrator Trustee shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare furnish or cause to be prepared, submit furnished to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all Holders of the Tax Returns in respect of Exchangeable Certificates and shall file or cause to be filed with the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply Internal Revenue Service together with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such information or form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share , their allocable shares of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested property held by the Tax Administrator Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Trustee have the power to enable it to perform its obligations under this Section 10.02. Without limiting vary the generality investments of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide Certificateholders in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf their related assets of the Grantor Trust Pool all reporting in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 6.03 and other tax compliance duties that are required in respect thereof under 6.04 of this Agreement shall be deemed to have instructed the Code, Trustee to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust distributions in respect of taxes such Exchangeable REMIC Certificates shall be paid by deposited into the Exchangeable Certificate Grantor Trust Account. The Trustee out hereby designates the Exchangeable Certificate Grantor Trust Account as a sub-account of amounts on deposit in the Distribution Certificate Account. (hii) On each Distribution Date, the Trustee shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Upper-Tier REMIC Certificate Sub-Account pursuant to paragraph (b)(i) of this Section 5.09 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the related Exchangeable REMIC Certificates shall be deemed to have instructed the Trustee to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Upper-Tier REMIC Certificate Sub-Account to such beneficial owner. (c) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will Trustee shall report as required under the WHFIT Regulations to Regulations, provided that the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Trustee receives on a timely basisbasis any and all information reasonably necessary for it to do so. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator Trustee is hereby directed to assume that DTC is the only “"middleman” " (as such term is defined by in the WHFIT Regulations Regulations) unless the Depositor provides the Tax Administrator Trustee with the identities of other “"middlemen” " that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations Trustee shall be entitled to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator rely on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphsubparagraph (c) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (c) is incorrect. (id) The Tax Administrator, in its discretion, will Trustee shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be Trustee is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Trustee knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator will Trustee shall make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Trustee is not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator Trustee or (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Trustee will assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Administrator Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will shall represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (g) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations (such amount, the "Additional WHFIT Compensation") that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, as mutually agreed to between the Depositor and the Trustee, a material increase in the Trustee's reporting obligations in respect of the related Grantor Trust. The amount of Additional WHFIT Compensation shall be mutually agreed to by the Depositor and the Trustee.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the portions of the Trust Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as assets of the Exchangeable Certificates Grantor Trust. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 6.05 and 6.06 of this Agreement shall be deemed to have instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust Pool, for tax return preparation purposes, and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor Trust Account. Funds in the Exchangeable Certificates Grantor Trust Account shall remain uninvested. The Trustee hereby designates the Exchangeable Certificates Grantor Trust Account as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf sub-account of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax AdministratorCertificate Account. (b) The Tax Administrator On each Distribution Date, the Trustee shall pay out of its own funds any and be deemed to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect Exchangeable REMIC Certificates deemed received by it from the Upper-Tier Certificate Account pursuant to paragraph (a) of this Section 5.12 in the Exchangeable Certificates Grantor Trust Pool (but not including any professional fees or expenses Account and shall immediately distribute such amounts in respect of the related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f))Exchangeable Certificates. (c) The Tax Administrator Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the related Exchangeable REMIC Certificates shall prepare or cause be deemed to be prepared, submit to have instructed the Trustee for execution (and to remove such Exchangeable REMIC Certificates from the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Exchangeable Certificates Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h)Trust, 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report so that distributions on such Certificateholder’s fiscal year if other than Exchangeable REMIC Certificates are made directly from the calendar yearUpper-Tier Certificate Account to such beneficial owner. (d) The other parties hereto Trustee shall provide account for the Exchangeable Certificates Grantor Trust and the respective assets and rights with respect thereto as, for federal income tax purposes, separate grantor trusts, each as described in Subpart E of Part I of Subchapter J of the Code and Treasury Regulations Section 301.7701-4(c) and not as assets of any REMIC created pursuant to this Agreement. The Trustee shall apply for taxpayer identification numbers on a timely basis IRS Form SS-4 and any similarly required state or local forms for each grantor trust. The Trustee shall furnish or cause to be furnished to the Tax Administrator Holders of the Exchangeable Certificates and shall file or its designee cause to be filed such information forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool as is allocable shares of income and expenses with respect to the assets of the respective grantor trust at the time and in its possession and reasonably requested the manner required by the Tax Administrator to enable it to perform its obligations under this Section 10.02Code and regulations promulgated thereunder and any similar state or local laws. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, The Trustee shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligationssign any forms required above. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Exchangeable Certificates Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will Trustee shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Trustee to do so, and is not in its possession, is provided to the Tax Administrator Trustee on a timely basis. The Tax Administrator will not be liable Trustee shall assume that DTC is the only "middleman" (as such term is defined in the WHFIT Regulations) with respect to the Book-Entry Certificates. The Depositor shall pay for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of a determination by the IRS that is contrary to the first sentence of this paragraphgrantor trust as a WHFIT. (if) The Tax AdministratorTrustee, in its discretion, will shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will Trustee shall be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate uses the cash or accrual method. The Tax Administrator Trustee will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (jg) The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securitiesCertificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the Depositorbeneficial owner thereof, the Tax Administrator will Depositor and the Trustee may assume there is no secondary market trading of WHFIT interests. (kh) To the extent required by the WHFIT Regulations, the Tax Administrator Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Master Servicer shall treat the Grantor portions of the Trust Pool, for tax return preparation purposes, Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a Grantor Trust "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Tax Administrator Master Servicer shall also perform on behalf make available upon request to the Holders of the Grantor Trust Pool all reporting Exchangeable Certificates and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare file or cause to be prepared, submit to filed with the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply Internal Revenue Service together with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such information or form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share , their allocable shares of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested property held by the Tax Administrator Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Master Servicer have the power to enable it to perform its obligations under this Section 10.02. Without limiting vary the generality investments of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide Certificateholders in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf their related assets of the Grantor Trust Pool all reporting in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 5.03 and other tax compliance duties that are required in respect thereof under 5.04 of this Agreement shall be deemed to have instructed the Code, Master Servicer to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust distributions in respect of taxes such Exchangeable REMIC Certificates shall be paid by deposited into the Trustee out Exchangeable Certificate Grantor Trust Account. The Master Servicer hereby designates the Exchangeable Certificate Grantor Trust Account as a sub-account of amounts on deposit in the Distribution Certificate Account. (hii) On each Distribution Date, the Master Servicer shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Upper-Tier Certificate Account pursuant to paragraph (b)(i) of this Section 4.05 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the Related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the Related Exchangeable REMIC Certificates shall be deemed to have instructed the Master Servicer to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Upper-Tier Certificate Account to such beneficial owner. (c) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator Master Servicer will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Master Servicer to do so, and is not in its possession, is provided to the Tax Administrator Master Servicer on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties Master Servicer is hereby directed to assume that may arise under DTC is the only "middleman" (as such term is defined in the WHFIT Regulations as a result Regulations) unless the Depositor provides the Master Servicer with the identities of a determination by the IRS other "middlemen" that is contrary are Certificateholders. The Master Servicer shall be entitled to rely on the first sentence of this paragraphsubparagraph (c) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (c) is incorrect. (id) The Tax Administrator, in its discretion, Master Servicer will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator Master Servicer will be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Master Servicer knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator Master Servicer will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator Master Servicer will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator Master Servicer shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Master Servicer, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorMaster Servicer or (iii) the inability of the Master Servicer, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Master Servicer will assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Administrator Master Servicer will use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Master Servicer will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Master Servicer will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (g) The Master Servicer shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the IRS, if such change requires, in the Master Servicer's sole discretion, a material increase in the Master Servicer's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMTNMWHFIT. The Tax Administrator Trustee will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Trustee to do so, and is not in its possession, is provided to the Tax Administrator Trustee on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties Trustee is hereby directed to assume that may arise under DTC is the only "middleman" (as such term is defined in the WHFIT Regulations as a result Regulations) unless the Depositor provides the Trustee with the identities of a determination by the IRS other "middlemen" that is contrary are Certificateholders. The Trustee shall be entitled to rely on the first sentence of this paragraphsubparagraph (a) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (a) is incorrect. (ib) The Tax AdministratorTrustee, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator Trustee will be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Trustee knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator Trustee will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (jc) The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Trustee will assume there is no secondary market trading of WHFIT interests. (kd) To the extent required by the WHFIT Regulations, the Tax Administrator Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will represent the Rule 144A CUSIPsCUSIP Numbers. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Class V Certificates are issued. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be preparedprepare, submit to the Trustee for execution (sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the The Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s 's share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Class V Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s 's fiscal year if other than the calendar year. (d) . The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust grantor trust under the Code. The Tax Administrator Code and shall also perform on behalf treat the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Grantor Trust Pool all reporting Trust, and other tax compliance duties that are the responsibility not of such Grantor Trust Pool under the Code REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses of preparing Class Z Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest payable on any Mortgage Loans and filing such returns shall be borne by the Tax Administratorproceeds thereof. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to the Class Z Certificateholders on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the Grantor Trust as may be required under the Code, and shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of the Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee or the Paying Agent, respectively, if such tax arises out of or results from a breach by such Special Servicer the Trustee or the Paying Agent, respectively, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the portions of the Trust Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as assets of the Exchangeable Certificates Grantor Trust. Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of the Exchangeable Certificate pursuant to Sections 4.05 and 4.06 of this Agreement shall be deemed to have instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates into the Exchangeable Certificates Grantor Trust Pool, for tax return preparation purposes, and all distributions in respect of such Exchangeable REMIC Certificates shall be deposited into the Exchangeable Certificates Grantor Trust Account. Funds in the Exchangeable Certificates Grantor Trust Account shall remain uninvested. The Trustee hereby designates the Exchangeable Certificates Grantor Trust Account as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf sub-account of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax AdministratorCertificate Account. (b) The Tax Administrator On each Distribution Date, the Trustee shall pay out of its own funds any and be deemed to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect Exchangeable REMIC Certificates deemed received by it from the REMIC Certificate Sub-Account pursuant to paragraph (a) of this Section 3.07 in the Exchangeable Certificates Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with Account and shall immediately distribute such amounts in respect to of the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f))Exchangeable Certificate. (c) The Tax Administrator Any beneficial owner of the Exchangeable Certificate that exchanges the Exchangeable Certificate for the related Exchangeable REMIC Certificates shall prepare or cause be deemed to be prepared, submit to have instructed the Trustee for execution (and to remove such Exchangeable REMIC Certificates from the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Exchangeable Certificates Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h)Trust, 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report so that distributions on such Certificateholder’s fiscal year if other than Exchangeable REMIC Certificates are made directly from the calendar yearCertificate Account to such beneficial owner. (d) The other parties hereto Trustee shall provide account for the Exchangeable Certificates Grantor Trust and the respective assets and rights with respect thereto as, for United States federal income tax purposes, separate grantor trusts, each as described in Subpart E of Part I of Subchapter J of the Code and Treasury regulations section 301.7701-4(c) and not as assets of any REMIC created pursuant to this Agreement. The Trustee shall apply for taxpayer identification numbers on a timely basis IRS Form SS-4 and any similarly required state or local forms for each grantor trust. The Trustee shall furnish or cause to be furnished to the Tax Administrator Holder of the Exchangeable Certificates and shall file or its designee cause to be filed such information forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the Grantor Trust Pool as is allocable shares of income and expenses with respect to the assets of the respective grantor trust at the time and in its possession and reasonably requested the manner required by the Tax Administrator Code and Treasury regulations promulgated thereunder and any similar state or local laws. The Trustee shall sign any forms required pursuant to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten subsection (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligationsd). (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust Each grantor trust is a WHFIT that is a WHMT. The Tax Administrator will Trustee shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator Trustee to do so, and is not in its possession, is provided to the Tax Administrator Trustee on a timely basis. The Tax Administrator will not be liable Depositor shall pay for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of a determination by the IRS that is contrary to the first sentence of this paragraphgrantor trust as a WHFIT. (if) The Tax AdministratorTrustee, in its discretion, will shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will Trustee shall be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate uses the cash or accrual method. The Tax Administrator Trustee will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (jg) The Tax Administrator Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorTrustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2009 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securitiesCertificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the Depositorbeneficial owner thereof, the Tax Administrator will Depositor and the Trustee may assume there is no secondary market trading of WHFIT interests. (kh) To the extent required by the WHFIT Regulations, the Tax Administrator Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust grantor trust under the Code. The Tax Administrator Code and shall also perform on behalf treat the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Grantor Trust Pool all reporting Trust, and other tax compliance duties that are not of the responsibility of such Grantor Trust Pool under the Code Loan REMIC, REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses of preparing and filing such returns shall be borne by Class Z Certificates are hereby designated as representing an undivided, beneficial interest in Additional Interest payable on the Tax AdministratorMortgage Loans (other than Additional Interest paid on the 11 Madison Avenue Loan to the extent xxxxxxxxx xx xxx 11 Madison Avenue Non-Pooled Componexx) xxx xxxxxxxx thereof. The Class MAD Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest paid on the 11 Madison Avenue Loan to the extent xxxxxxxxx xx xxx 11 Madison Avenue Non-Pooled Componexx. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to the Class Z Certificateholders and the Class MAD Certificateholders on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the Grantor Trust, at the time and in the manner required under the Code, and shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of the Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates or the Class MAD Certificates. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator shall treat the Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ Servicer’s or the Special Servicers’ Servicer’s possession or control). None of the Tax Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a the Special Servicer, if such tax arises out of or results from a breach by such the Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, if the Tax Administrator receives notice that any such Certificate is hereby directed to assume that DTC is held through a nominee, the only Tax Administrator will treat such nominee as the “middleman” as defined by with respect to such certificate unless it has actual knowledge to the WHFIT Regulations unless contrary or the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphparagraph or that the notice received with respect to any such Certificate as described above is incorrect. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Trustee shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool grantor trust under the Code and, if necessary, under applicable state law and will file appropriate federal or any compliance guidance issued by state Tax Returns for each taxable year ending on or after the IRS or any state or local taxing authorities. The expenses last day of preparing and filing such returns shall be borne by the Tax Administratorcalendar year in which the Certificates are issued. (b) The Tax Administrator Trustee shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator Trustee from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e10.01(e) or 10.02(f(f)). (c) The Tax Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute prepare, sign and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax Administrator Trustee without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator Trustee or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator Trustee to enable it to perform its obligations under this Section 10.0210.03. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s Trustee's request therefor, shall provide in writing to the Tax Administrator Trustee such information as is reasonably requested by the Tax Administrator Trustee for tax purposes, and the Tax Administrator’s Trustee's duty to perform its reporting and other tax compliance obligations under this Section 10.02 10.03 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator Trustee to perform such obligations. (ed) The Tax Administrator Trustee shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax Administrator Trustee shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax Administrator Trustee to the extent reasonably requested by the Tax Administrator Trustee and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax AdministratorTrustee, Master ServicersServicer, the Special Servicers or the Trustee Servicer shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in adversely affect the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such adverse effect on grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax Administrator Trustee has obtained or received an Opinion of Counsel (at the 310 expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator Trustee seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator Trustee has advised it in writing that the Tax Administrator Trustee has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax Administrator Trustee or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Tax Administrator Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator Fund or the Trustee. Notwithstanding any provision of this Agreement to the contrary, the Grantor Trust Assets shall not be subject to any expenses, costs or other charges that are attributable to the assets or activities of REMIC L, REMIC I, REMIC II or REMIC III. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), ) shall be charged to and paid by: (i) the Special Servicer, if such tax arises out of or results from a breach (which breach constitutes willful misfeasance, bad faith or negligence) by the Special Servicer of any of its obligations under Article III or this Section 10.03; (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.03; (iii) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith 10.03; or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by . (g) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Grantor Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Accounta calendar year and on an accrual basis. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations Trustee shall respond to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such reasonable written requests for information in its possession relation to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any income tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphCertificateholders. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Trustee and the Securities Administrator shall treat the portions of the Trust consisting of the Cap Carryover Reserve Account and rights and obligations with respect thereto as the Class CE Grantor Trust Pool, for tax return preparation purposes, as a Grantor Trust under the Code. The Tax Administrator shall also perform on behalf and provisions of the Grantor Trust Pool all reporting and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns this Agreement shall be borne by the Tax Administratorinterpreted consistently with this treatment. (b) The Tax On each Distribution Date, the Securities Administrator shall pay out of its own funds any and be deemed to deposit all routine tax administration expenses distributions in respect of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets Cap Carryover Reserve Account in the Class CE Grantor Trust PoolTrust, unless otherwise and shall immediately distribute such amounts as provided in Section 10.02(e) or 10.02(f)5.02(c). (c) The Tax Securities Administrator and the Trustee shall account for the Class CE Grantor Trust and the assets and rights and obligations with respect thereto as, for federal income tax purposes, a grantor trust as described in Subpart E of Part I of Subchapter J of the Code and Treasury Regulation §301.7701-4(c)(2) and not as assets of any REMIC created pursuant to this Agreement. The Securities Administrator shall prepare apply for a taxpayer identification number for the grantor trust on IRS Form SS-4 and any similarly required state or local forms for the Class CE Grantor Trust. The Securities Administrator shall furnish or caused to be furnished to the Holders of the Class CE Certificates and shall file or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing filed such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form forms as may be applicable. There shall be appended required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to each such form a schedule for each Certificateholder indicating such Certificateholder’s share the allocable shares of income and expenses with respect to the assets of the Trust for grantor trust at the portion of time and in the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificatemanner required by the Code and regulations promulgated thereunder and any similar state or local laws. Such form The Securities Administrator shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar yearsign any forms required above. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Securities Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Securities Administrator will be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate uses the cash or accrual method. The Tax Securities Administrator will make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Securities Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholdercertificate holder, unless requested by the Certificateholder. (je) The Tax Securities Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Tax Securities Administrator or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2008 calendar year. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securitiesCertificates, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the Depositorbeneficial owner thereof, the Tax Depositor and the Securities Administrator will may assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Securities Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Securities Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

Grantor Trust Administration. (a) The Tax Administrator Master Servicer shall treat the Grantor portions of the Trust Pool, for tax return preparation purposes, Estate consisting of any interests in the Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable Certificates and rights with respect thereto as a Grantor Trust "grantor trust" under the Code, and the provisions hereof shall be interpreted consistently with this treatment. The Tax Administrator Master Servicer shall also perform on behalf make available upon request to the Holders of the Grantor Trust Pool all reporting Exchangeable Certificates, and other tax compliance duties that are the responsibility of such Grantor Trust Pool under the Code or any compliance guidance issued by the IRS or any state or local taxing authorities. The expenses of preparing and filing such returns shall be borne by the Tax Administrator. (b) The Tax Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax Administrator from the assets in the Grantor Trust Pool, unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax Administrator shall prepare file or cause to be prepared, submit to filed with the Trustee for execution (and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file all of the Tax Returns in respect of the Grantor Trust Pool. The expenses of preparing and filing such returns shall be borne by the Tax Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply Internal Revenue Service together with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such information or form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share , their allocable shares of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested property held by the Tax Administrator Grantor Trust, at the time or times and in the manner required by the Code. Under no circumstances shall the Master Servicer have the power to enable it to perform its obligations under this Section 10.02. Without limiting vary the generality investments of the foregoing, the Depositor, within ten (10) days following the Tax Administrator’s request therefor, shall provide Certificateholders in writing to the Tax Administrator such information as is reasonably requested by the Tax Administrator for tax purposes, and the Tax Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax Administrator to perform such obligations. (e) The Tax Administrator shall perform on behalf their related assets of the Grantor Trust Pool all reporting in order to take advantage of variations in this market to improve their rate of return. (i) Each beneficial owner of Exchangeable REMIC Certificates that elects to hold its interest in the Exchangeable REMIC Certificates in the form of Exchangeable Certificates pursuant to Sections 5.03 and other tax compliance duties that are required in respect thereof under 5.04 of this Agreement shall be deemed to have instructed the Code, Master Servicer to deposit the applicable Exchangeable REMIC Certificates into the Grantor Trust Provisions or other compliance guidance issued by the IRS or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (f) The Tax Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers and the Special Servicers shall assist the Tax Administrator to the extent reasonably requested by the Tax Administrator and to the extent of information within the Trustee’s, the Master Servicers’ or the Special Servicers’ possession or control). None of the Tax Administrator, Master Servicers, the Special Servicers or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in an Adverse Grantor Trust Event, unless the Tax Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax Administrator has advised it in writing that the Tax Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust Pool, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers and the Special Servicers shall consult with the Tax Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax Administrator or the Trustee. (g) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax laws, then such tax, together with all incidental costs and expenses (including penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate Administrator, if such tax arises out of or results from a breach by the Certificate Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iii) the Tax Administrator, if such tax arises out of or results from a breach by the Tax Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (iv) a Master Servicer, if such tax arises out of or results from a breach by such Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (v) a Special Servicer, if such tax arises out of or results from a breach by such Special Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); or (vi) the Trust, out of the Trust Fund, in all other instances. Any such amounts payable by the Trust distributions in respect of taxes such Exchangeable REMIC Certificates shall be paid by deposited into the Trustee out Exchangeable Certificate Grantor Trust Account. The Exchangeable Certificate Grantor Trust Account may be deemed a sub-account of amounts on deposit in the Distribution Certificate Account. (hii) On each Distribution Date, the Master Servicer shall deposit all distributions in respect of the Exchangeable REMIC Certificates deemed received by it from the Certificate Account pursuant to paragraph (b)(i) of this Section 4.05 in the Exchangeable Certificate Grantor Trust Account, and shall immediately distribute such amounts in respect of the Related Exchangeable Certificates. (iii) Any beneficial owner of Exchangeable Certificates that exchanges such Exchangeable Certificates for the Related Exchangeable REMIC Certificates shall be deemed to have instructed the Master Servicer to remove such Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on such Exchangeable REMIC Certificates are made directly from the Certificate Account to such beneficial owner. (c) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will Master Servicer shall report as required under the WHFIT Regulations to Regulations, provided that the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator Master Servicer receives on a timely basis. The Certificate Administrator shall provide such basis any and all information not already in its possession reasonably necessary for it to the Tax Administrator on a timely basisdo so. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator The Master Servicer is hereby directed to assume that DTC is the only “"middleman” " (as such term is defined by in the WHFIT Regulations Regulations) unless the Depositor provides the Tax Administrator Master Servicer with the identities of other “"middlemen” " that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations Master Servicer shall be entitled to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator rely on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraphsubparagraph (c) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this subparagraph (c) is incorrect. (id) The Tax Administrator, in its discretion, will Master Servicer shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be Master Servicer is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the Master Servicer knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The Tax Administrator will Master Servicer shall make available information as required by the WHFIT information Regulations to Certificateholders annually. In addition, the Tax Administrator will Master Servicer is not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (je) The Tax Administrator Master Servicer shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its possession being provided to the Tax Administrator Master Servicer or (ii) incomplete, inaccurate or untimely information being provided to the Tax AdministratorMaster Servicer. Each owner Absent receipt of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by sale from the beneficial owner thereof or the Depositor, the Tax Administrator Master Servicer will assume there is no secondary market trading of WHFIT interests. (kf) To the extent required by the WHFIT Regulations, the Tax Administrator will Master Servicer shall use reasonable efforts to publish on an appropriate website the CUSIPs CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIPs CUSIP Numbers so published will represent the Rule 144A CUSIPsCUSIP Numbers, if applicable. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will Master Servicer shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs CUSIP Numbers have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will Master Servicer is not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (g) The Master Servicer shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, in the Master Servicer's sole discretion, a material increase in the Master Servicer's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The Tax REMIC Administrator shall treat the Grantor Trust PoolTrust, for tax return preparation purposes, as a Grantor Trust grantor trust under the Code. The Tax Administrator Code and shall also perform on behalf treat the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Grantor Trust Pool all reporting Trust, and other tax compliance duties that are not of the responsibility of such Grantor Trust Pool under the Code Loan REMIC, REMIC I or any compliance guidance issued REMIC II, as permitted by the IRS or any state or local taxing authoritiesTreasury Regulations Section 1.860G-2(i)(1). The expenses of preparing Class Z Certificates are hereby designated as representing an undivided, beneficial interest in Additional Interest payable on the Mortgage Loans (other than Additional Interest paid on the 00 Xxxxxxx Xxxxxx Loan to the extent allocable to the 00 Xxxxxxx Xxxxxx Non-Pooled Component) and filing such returns shall be borne by proceeds thereof. The Class MAD Certificates are hereby designated as representing an undivided beneficial interest in Additional Interest paid on the Tax Administrator00 Xxxxxxx Xxxxxx Loan to the extent allocable to the 00 Xxxxxxx Xxxxxx Non-Pooled Component. (b) The Tax REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trust Pool (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the IRS Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the Tax REMIC Administrator from the assets in the Grantor Trust Pool, Fund unless otherwise provided in Section 10.02(e) or 10.02(f)). (c) The Tax REMIC Administrator shall prepare or prepare, cause to be prepared, submit to the Trustee for execution (to sign and the Trustee shall timely execute and timely return to the Tax Administrator) and timely file when due all of the Tax Returns in respect of the Grantor Trust PoolTrust. The expenses of preparing and filing such returns shall be borne by the Tax REMIC Administrator without any right of reimbursement therefor. Except as provided in Section 10.02(h), 10.02(i) and 10.02(j), the Tax Administrator shall comply with such requirement by filing IRS Form 1041, indicating the name and address of the Trust and signed by the Tax Administrator but otherwise left blank, IRS Form 1099 or any other such form as may be applicable. There shall be appended to each such form a schedule for each Certificateholder indicating such Certificateholder’s share of income and expenses of the Trust for the portion of the preceding calendar year in which such Certificateholder possessed an Ownership Interest in a Certificate. Such form shall be prepared in sufficient detail to enable reporting on the cash or accrual method of accounting, as applicable, and to report on such Certificateholder’s fiscal year if other than the calendar year. (d) The other parties hereto shall provide on a timely basis to the Tax REMIC Administrator or its designee such information with respect to the Grantor Trust Pool as is in its possession and reasonably requested by the Tax REMIC Administrator to enable it to perform its obligations under this Section 10.02. Without limiting the generality of the foregoing, the Depositor, within ten (10) days following the Tax REMIC Administrator’s 's request therefor, shall provide in writing to the Tax REMIC Administrator such information as is reasonably requested by the Tax REMIC Administrator for tax purposes, and the Tax REMIC Administrator’s 's duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the Tax REMIC Administrator to perform such obligations. (ed) The Tax REMIC Administrator shall furnish or cause to be furnished to the Class Z Certificateholders and the Class MAD Certificateholders on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the Grantor Trust, at the time and in the manner required under the Code, and shall perform on behalf of the Grantor Trust Pool all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the IRS Internal Revenue Service or any state or local taxing authority, including the furnishing to Certificateholders of the schedules described in Section 10.02(c). (fe) The Tax REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trust Pool as Grantor Trust a grantor trust under the Grantor Trust Provisions (and the Trustee, the Master Servicers Servicer and the Special Servicers Servicer shall assist the Tax REMIC Administrator to the extent reasonably requested by the Tax REMIC Administrator and to the extent of information within the Trustee’s's, the Master Servicers’ Servicer's or the Special Servicers’ Servicer's possession or control). None of the Tax REMIC Administrator, Master ServicersServicer, the Special Servicers Servicer or the Trustee shall knowingly take (or cause the Grantor Trust Pool to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could result in endanger the status of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any such endangerment of grantor trust status, an "Adverse Grantor Trust Event"), unless the Tax REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the Tax REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event. None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the Tax REMIC Administrator has advised it in writing that the Tax REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act. In addition, prior to taking any action with respect to the Grantor Trust PoolTrust, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicers Servicer and the Special Servicers Servicer shall consult with the Tax REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator. The Tax REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Tax REMIC Administrator or the Trustee. Under no circumstances may the REMIC Administrator vary the assets of the Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates or the Class MAD Certificates. (gf) If any tax is imposed on the Grantor Trust Pool pursuant to the Code or any applicable provisions of state or local tax lawsTrust, then such tax, together with all incidental costs and expenses (including including, without limitation, penalties and reasonable attorneys’ ' fees), shall be charged to and paid by: (i) the Trustee, if such tax arises out of or results from a breach of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct); (ii) the Certificate REMIC Administrator, if such tax arises out of or results from a breach by the Certificate REMIC Administrator of any of its obligations under Article IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iiiii) the Tax AdministratorSpecial Servicer, if such tax arises out of or results from a breach by the Tax Administrator Special Servicer of any of its obligations under Article IV, Article VIII III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (iviii) a the Master Servicer, if such tax arises out of or results from a breach by such the Master Servicer of any of its obligations under Article III or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; (viv) a Special Servicerthe Trustee, if such tax arises out of or results from a breach by such Special Servicer the Trustee, of any of its obligations under Article III IV, Article VIII or this Section 10.02 (which breach constitutes negligence, bad faith or willful misconduct)10.02; or (viv) the Trust, out portion of the Trust Fund, Fund constituting the Grantor Trust in all other instances. Any such amounts payable by the Trust in respect of taxes shall be paid by the Trustee out of amounts on deposit in the Distribution Account. (h) The Grantor Trust is a WHFIT that is a WHMT. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so is provided to the Tax Administrator on a timely basis. The Certificate Administrator shall provide such information in its possession to the Tax Administrator on a timely basis. With respect to the Class A-S, Class B, Class C and Class PEX Certificates, the Tax Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Tax Administrator with the identities of other “middlemen” that are Certificateholders. The Tax Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Tax Administrator to do so, and is not in its possession, is provided to the Tax Administrator on a timely basis. The Tax Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of a determination by the IRS that is contrary to the first sentence of this paragraph. (i) The Tax Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Tax Administrator will be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Tax Administrator will make available WHFIT information to Certificateholders annually. In addition, the Tax Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (j) The Tax Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Tax Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Tax Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Tax Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Tax Administrator will assume there is no secondary market trading of WHFIT interests. (k) To the extent required by the WHFIT Regulations, the Tax Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Tax Administrator will not publish any associated Regulation S CUSIPs. The Tax Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Tax Administrator will use a reasonable identifier number in lieu of a CUSIP. The Tax Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.