Common use of Grantor Trust Administration Clause in Contracts

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

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

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

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

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

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loans and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class EI Certificates, which Class EI Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class EI Grantor Trust will be treated as a grantor trust for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. In addition, : (i) the Class A-MFL Certificates are hereby designated as undivided beneficial interests in the Class A-MFL FL Regular Interest, the Class A-MFL FL Swap Contract and the proceeds thereof in Contract, the Class A-MFL FL Floating Rate Account, which portions of Account and proceeds thereof and (ii) the Trust Fund will Excess Interest and the Excess Interest Distribution Account shall be treated as a “grantor trust within the meaning of subpart E, part I of Subchapter J of trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall file or cause to be filed annually with the IRS together with IRS Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable and shall furnish or cause to be furnished annually: (i) with respect to the Class A-FL Grantor Trust, to the Holders of the Class A-FL Certificates, their allocable shares of income and expense with respect to the Class A-FL Regular Interest and the Class A-FL Swap Contract; and (ii) to the Holders of the Class [_] Certificates, their allocable share of income with respect to Excess Interest as such amounts accrue or are received, as the case may be, after the related Anticipated Repayment Date. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-FL Swap Contract) for the Class A-FL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the parties Class A-FL Grantor Trust on an IRS Form W-9 to this Agreement agrees that it will the Class A-FL Swap Counterparty and, if requested by the Class A-FL Swap Counterparty (unless not take any action that is inconsistent with establishing or maintaining such treatmentpermitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances may shall the Trustee Trustee, the Trustee, the Master Servicer or the Special Servicer have the power to vary the assets investment of the Class EI Grantor Trust or Holders of the Class A-MFL FL Certificates in the Grantor Trust so as to take advantage of variations in the market so as rate of interest to improve the their rate of return return. Notwithstanding the foregoing, unless otherwise notified by the beneficial owner of Holders a Class [_] Certificate that such Certificate is registered in the name of a nominee or other middleman on behalf of such beneficial owner, the Trustee shall not treat the Grantor Trust as a WHFIT. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only “middleman” (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other “middlemen” that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this Section 10.05(b) is incorrect. (c) The REMIC Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC Administrator shall not be liable for failure to meet the reporting requirements of the Class EI Certificates WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the REMIC Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Class A-MFL Certificates, as REMIC Administrator or (iii) the case may be. The Trustee and the Paying Agent shall be deemed to hold and shall account for each of the Class EI Grantor Trust and the Class A-MFL Grantor Trust separate and apart from the assets inability of the REMIC IAdministrator, REMIC II after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 201[___] calendar year. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and REMIC III created hereunder. In furtherance date of such intentionsale from the beneficial owner thereof or the Depositor, the Paying Agent REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall furnish or cause use reasonable efforts to be furnished publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the Class EI and Class A-MFL Certificateholders and extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC Administrator shall file, be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or cause to be filed with a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, together with Form 1041 or if such other form as may be applicablechange requires, information returns with in the REMIC Administrator’s sole discretion, a material increase in the REMIC Administrator’s reporting obligations in respect to income relating to their shares of the income and expenses of the Class EI Grantor Trust or the Class A-MFL related Grantor Trust, as applicable, at the time or times and in the manner required by the Code.

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loans and the related amounts in of: (i) the Excess Interest Sub-account, shall be held by and the Trustee for the benefit of the Holders of Excess Interest Distribution Account; (ii) the Class EI CertificatesA-2FL Regular Interest, which Class EI Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class EI Grantor Trust will be treated as a grantor trust for federal income tax purposesA-2FL Swap Contract, within the meaning of subpart E, part I of subchapter J of the Code, Class A-2FL Floating Rate Account and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. In addition, proceeds thereof and (iii) the Class A-MFL Certificates are hereby designated as undivided beneficial interests in the Class A-MFL JFL Regular Interest, the Class A-MFL JFL Swap Contract and the proceeds thereof in Contract, the Class A-MFL JFL Floating Rate Account, which portions of the Trust Fund will Account and proceeds thereof shall be treated as a "grantor trust within the meaning of subpart E, part I of Subchapter J of trust" under the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class EI Grantor Trust or the Class A-MFL Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class EI Certificates or the Class A-MFL Certificates, as the case may be. The Trustee and the Paying Agent provisions thereof shall be deemed to hold and shall account for each of the Class EI Grantor Trust and the Class A-MFL Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunderinterpreted consistently with this intention. In furtherance of such intentionintention with respect to the Grantor Trusts, the Paying Agent Trustee shall furnish or cause to be furnished to the Class EI and Class A-MFL Certificateholders and shall file, file or cause to be filed annually with the Internal Revenue Service, IRS together with IRS Form 1041 or such other form as may be applicable, information returns applicable and shall furnish or cause to be furnished annually: (i) with respect to income relating the Excess Interest Grantor Trust, to their shares of the income and expenses Holders of the Class EI V Certificates, their allocable share of income with respect to Excess Interest as such amounts accrue or are received, as the case may be, after the related Anticipated Repayment Date; (ii) with respect to the Class A-2FL Grantor Trust or Trust, to the Class A-2FL Certificateholders, their allocable shares of income and expense with respect to the Class A-2FL Regular Interest and the Class A-2FL Swap Contract; and (iii) with respect to the Class A-MFL JFL Grantor Trust, as applicableto the Class A-JFL Certificateholders, their allocable shares of income and expense with respect to the Class A-JFL Regular Interest and the Class A-2FL Swap Contract, each at the time or times and in the manner required by the Code. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-2FL Swap Contract and the Class A-JFL Swap Contract) for the Class A-2FL Grantor Trust and the Class A-JFL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the Class A-2FL Grantor Trust and the Class A-JFL Grantor Trust on an IRS Form W-9 to the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) and, if requested by the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Class A-2FL Certificateholders, the Class A-JFL Certificateholders or the Class V Certificateholders in the related Grantor Trust to take advantage of variations in the market rate of interest to improve their rate of return. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only "middleman" (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other "middlemen" that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this Section 10.05(b) is incorrect. (c) The REMIC Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the REMIC Administrator, (ii) incomplete, inaccurate or untimely information being provided to the REMIC Administrator or (iii) the inability of the REMIC Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC Administrator shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, in the REMIC Administrator's sole discretion, a material increase in the REMIC Administrator's reporting obligations in respect of the related Grantor Trust.

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

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

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

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

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

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

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets of consisting of: (i) the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loans and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class EI Certificates, which Class EI Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class EI Grantor Trust will be treated as a grantor trust for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. In additionA-2FL Regular Interest, the Class A-MFL Certificates are hereby designated as undivided beneficial interests in A-2FL Swap Contract, the Class A-2FL Floating Rate Account and proceeds thereof and (ii) the Class A-MFL Regular Interest, the Class A-MFL Swap Contract and the proceeds thereof in Contract, the Class A-MFL Floating Rate Account, which portions of the Trust Fund will Account and proceeds thereof shall be treated as a "grantor trust within the meaning of subpart E, part I of Subchapter J of trust" under the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. Under no circumstances may the Trustee vary the assets of the Class EI Grantor Trust or the Class A-MFL Grantor Trust so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class EI Certificates or the Class A-MFL Certificates, as the case may be. The Trustee and the Paying Agent provisions thereof shall be deemed to hold and shall account for each of the Class EI Grantor Trust and the Class A-MFL Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III created hereunderinterpreted consistently with this intention. In furtherance of such intentionintention with respect to the Grantor Trusts, the Paying Agent Trustee shall furnish or cause to be furnished to the Class EI and Class A-MFL Certificateholders and shall file, file or cause to be filed annually with the Internal Revenue Service, IRS together with IRS Form 1041 or such other form as may be applicable, information returns applicable and shall furnish or cause to be furnished annually: (i) with respect to income relating the Class A-2FL Grantor Trust, to their shares of the income and expenses Holders of the Class EI Grantor Trust or A-2FL Certificates, their allocable shares of income and expense with respect to the Class A-2FL Regular Interest and the Class A-2FL Swap Contract; and (ii) with respect to the Class A-MFL Grantor Trust, as applicableto the Holders of the Class A-MFL Certificates, their allocable shares of income and expense with respect to the Class A-MFL Regular Interest and the Class A-2FL Swap Contract, each at the time or times and in the manner required by the Code. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-2FL Swap Contract and the Class A-MFL Swap Contract) for the Class A-2FL Grantor Trust and the Class A-MFL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the Class A-2FL Grantor Trust and the Class A-MFL Grantor Trust on an IRS Form W-9 to the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) and, if requested by the Class A-2FL Swap Counterparty or the Class A-2FL Swap Counterparty (as applicable) (unless not permitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances shall the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of the Holders of the Class A-2FL or Class A-MFL Certificates in the related Grantor Trust to take advantage of variations in the market rate of interest to improve their rate of return. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only "middleman" (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other "middlemen" that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this Section 10.05(b) is incorrect. (c) The REMIC Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the REMIC Administrator, (ii) incomplete, inaccurate or untimely information being provided to the REMIC Administrator or (iii) the inability of the REMIC Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC Administrator shall be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, if such change requires, in the REMIC Administrator's sole discretion, a material increase in the REMIC Administrator's reporting obligations in respect of the related Grantor Trust.

Grantor Trust Administration. (a) The parties intend that the segregated pool of assets of the Class EI Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Loans and the related amounts in the Excess Interest Sub-account, shall be held by the Trustee for the benefit of the Holders of the Class EI Certificates, which Class EI Certificates will evidence 100% beneficial ownership of the related assets from and after the Closing Date. It is intended that the portions of the Trust consisting of the Class EI Grantor Trust will be treated as a grantor trust for federal income tax purposes, within the meaning of subpart E, part I of subchapter J of the Code, and each of the parties to this Agreement agrees that it will not take any action that is inconsistent with establishing or maintaining such treatment. In addition, : (i) the Class A-MFL Certificates are hereby designated as undivided beneficial interests in the Class A-MFL FL Regular Interest, the Class A-MFL FL Swap Contract and the proceeds thereof in Contract, the Class A-MFL FL Floating Rate AccountAccount and proceeds thereof, which portions of (ii) the Trust Fund will Excess Interest and the Excess Interest Distribution and (iii) the Class EC Regular Interests Account shall be treated as a “grantor trust within the meaning of subpart E, part I of Subchapter J of trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall file or cause to be filed annually with the IRS together with IRS Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable and shall furnish or cause to be furnished annually: (i) with respect to the Class A-FL Grantor Trust, to the Holders of the Class A-FL Certificates, their allocable shares of income and expense with respect to the Class A-FL Regular Interest and the Class A-FL Swap Contract, (ii) to the Holders of the Class [_] Certificates, their allocable share of income with respect to Excess Interest as such amounts accrue or are received, and (iii) in respect of the Class EC Regular Interests, the holders of the Class [B], Class [C] and Class PST Certificates as the case may be, after the related Anticipated Repayment Date. In addition, the Trustee shall use its best efforts to obtain a taxpayer identification number as soon as possible after the Closing Date (but no later than the first payment date under the Class A-FL Swap Contract) for the Class A-FL Grantor Trust and shall deliver or cause to be delivered the federal taxpayer identification number of each of the parties Class A-FL Grantor Trust on an IRS Form W-9 to this Agreement agrees that it will the Class A-FL Swap Counterparty and, if requested by the Class A-FL Swap Counterparty (unless not take any action that is inconsistent with establishing or maintaining such treatmentpermitted under federal income tax law), an applicable IRS Form W-8IMY. Under no circumstances may shall the Trustee Trustee, the Trustee, the Master Servicer or the Special Servicer have the power to vary the assets investment of the Class EI Grantor Trust or Holders of the Class A-MFL FL Certificates in the Grantor Trust so as to take advantage of variations in the market so as rate of interest to improve the their rate of return return. Notwithstanding the foregoing, unless otherwise notified by the beneficial owner of Holders a Class [_] Certificate that such Certificate is registered in the name of a nominee or other middleman on behalf of such beneficial owner, the Trustee shall not treat the Grantor Trust as a WHFIT. (b) Each Grantor Trust shall be treated as a WHFIT that is a NMWHFIT. The REMIC Administrator shall report as required under the WHFIT Regulations, provided that the REMIC Administrator receives on a timely basis any and all information reasonably necessary for it to do so. The REMIC Administrator is hereby directed to assume that DTC is the only “middleman” (as such term is defined in the WHFIT Regulations) unless the Depositor provides the REMIC Administrator with the identities of other “middlemen” that are Certificateholders. The REMIC Administrator shall be entitled to rely on the first sentence of this Section 10.05(b) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this Section 10.05(b) is incorrect. (c) The REMIC Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The REMIC Administrator is under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate, to the extent the REMIC Administrator knows of any other beneficial owner of a Certificate, uses the cash or accrual method. The REMIC Administrator shall make available information as required by the WHFIT Regulations to Certificateholders annually. In addition, the REMIC Administrator is not responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder. (d) The REMIC Administrator shall not be liable for failure to meet the reporting requirements of the Class EI Certificates WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the REMIC Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Class A-MFL Certificates, as REMIC Administrator or (iii) the case may be. The Trustee and the Paying Agent shall be deemed to hold and shall account for each of the Class EI Grantor Trust and the Class A-MFL Grantor Trust separate and apart from the assets inability of the REMIC IAdministrator, REMIC II after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 201[___] calendar year. Absent receipt of information regarding any sale of securities, including the price, amount of proceeds and REMIC III created hereunder. In furtherance date of such intentionsale from the beneficial owner thereof or the Depositor, the Paying Agent REMIC Administrator will assume there is no secondary market trading of WHFIT interests. (e) To the extent required by the WHFIT Regulations, the REMIC Administrator shall furnish or cause use reasonable efforts to be furnished publish on an appropriate website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers so published shall represent the Rule 144A CUSIP Numbers. The REMIC Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the Class EI and Class A-MFL Certificateholders and extent CUSIP Numbers have been received. The REMIC Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information. (f) The REMIC Administrator shall file, be entitled to additional reasonable compensation for changes in reporting required in respect of the WHFIT Regulations that arise as a result of a change in the WHFIT Regulations or cause to be filed with a change in interpretation of the WHFIT Regulations by the Internal Revenue Service, together with Form 1041 or if such other form as may be applicablechange requires, information returns with in the REMIC Administrator’s sole discretion, a material increase in the REMIC Administrator’s reporting obligations in respect to income relating to their shares of the income and expenses of the Class EI Grantor Trust or the Class A-MFL related Grantor Trust, as applicable, at the time or times and in the manner required by the Code.