Common use of Additional Limitation on Action and Imposition of Tax Clause in Contracts

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any a REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereundera REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each a REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters and reasonably acceptable to the Certificate Insurer, which opinion shall not be at the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee, to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or (iii) the Owners of the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class R Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-non interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder or cause a termination of REMIC status for any the REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the REMIC created hereunder or cause termination of the REMIC status for any the REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters and reasonably acceptable to the Certificate Insurer, which opinion shall not be at the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee, to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the Trust (other than the Non-REMIC created hereunderAccounts), (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or (iii) the Owners of the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class R Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained for itself an Opinion of Counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trust, the Lower-Tier REMIC or any the Upper-Tier REMIC created hereunder or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust EstateEstate (except as specifically provided in this Agreement), (ii) accept any contribution of assets after the Startup Day, Day in violation of the REMIC Provisions or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust EstateEstate (notwithstanding the repurchase pursuant to a breach of representation and warranty), (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder the Trust and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners Owners of the Class R Certificates on a pro rata basisbasis unless otherwise paid pursuant to Section 11.16(g) hereof. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust unless otherwise paid pursuant to Section 11.16(g) hereof (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder or cause a termination of REMIC status for any the REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the REMIC created hereunder or cause termination of the REMIC status for any the REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the Upper-Tier REMIC created hereunderor the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Lower-Tier REMIC or Upper-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Lower-Tier REMIC or Upper-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Holders of the Class B Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Holders of the Class B Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners Holders of the Class R B Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Holders of such tax, if permitted by law, pending the outcome of such proceedings)Class B Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any either REMIC created hereunder or cause a termination of REMIC status for any either REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any either REMIC created hereunder or cause termination of REMIC status for any either REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any REMIC created hereunderthe Lower-Tier or the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause termination of the REMIC status for any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered the Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters and reasonably acceptable to the Certificate Insurer, which opinion shall not be at the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee, to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the Trust (other than the Non-REMIC created hereunderAccounts), (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from the negligence of the Trustee in the performance of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or (iii) the Owners of the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class R Certificates.

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained obtained, and delivered to the Certificate Insurer, an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at the expense of the party seeking to take such action but in no event at the expense of the Trust Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the REMIC created hereunderTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of the REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedingshas not been previously reimbursed or indemnified therefor).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust EstateEstate (notwithstanding the repurchase pursuant to a breach of representation and warranty), (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder the Trust and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners Owners of the Class R X Certificates on a pro rata basisbasis unless otherwise paid pursuant to Section 11.16(g) hereof. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R X Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust unless otherwise paid pursuant to Section 11.16(g) hereof (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust EstateEstate (notwithstanding the repurchase pursuant to a breach of representation and warranty), (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder the Trust and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners Owners of the Class R Certificates on a pro rata basisbasis unless otherwise paid pursuant to Section 11.16(g) hereof. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust unless otherwise paid pursuant to Section 11.16(g) hereof (but such authorization shall not prevent the 122 Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained for itself an Opinion of Counsel experienced in federal income tax matters at acceptable to the expense of Trustee and the party seeking to take such action but in no event at the expense of the Trust Guarantor to the effect that such transaction does not result in a tax imposed on the Trust Trust, the Lower-Tier REMIC or any the Upper-Tier REMIC created hereunder or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust EstateEstate (except as specifically provided in this Agreement), (ii) accept any contribution of assets after the Startup Day, Day in violation of the REMIC Provisions or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any either REMIC created hereunder or cause a termination of REMIC status for any either REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any either REMIC created hereunder or cause termination of REMIC status for any either REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the 134 Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any either REMIC created hereunder or cause a termination of REMIC status for any either REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any either REMIC created hereunder or cause termination of REMIC status for any either REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the 133 Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at no expense to the expense of Trustee) acceptable to the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any either the Master REMIC created hereunder or the Subsidiary REMIC or cause a termination of REMIC status for any either the Master REMIC created hereunderor the Subsidiary REMIC, (i) sell any assets in the Trust EstateEstate (notwithstanding the repurchase pursuant to a breach of representation and warranty), (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts on deposit in the Collection Account otherwise distributable to the owners Owners of the Class R X Certificates on a pro rata basisbasis unless otherwise paid pursuant to Section 11.16(g) hereof; provided, however, that taxes on "net income from foreclosure property" shall be paid by the Master Servicer from the income generated on the related REO Property. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R X Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust unless otherwise paid pursuant to Section 11.16(g) hereof or the proviso to the preceding sentence (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any a REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereundera REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each a REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A and Class B Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any REMIC created hereunderthe Lower-Tier or the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause termination of the REMIC status for any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of the Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any each REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any each REMIC created hereunder or cause termination of each REMIC status for any each REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates other than the Class R Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained obtained, and delivered to the Certificate Insurer, an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at the expense of the party seeking to take such action but in no event at the expense of the Trust Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any either the Upper-Tier REMIC created hereunderor Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California 113 114 Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estate, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the [Residual Class] Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the [Residual Class] Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R [Residual Class] Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as is legally owed the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, [Year], the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust (but such authorization shall not prevent Estate, the Trustee from contesting any such tax Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in appropriate proceedingsthis Agreement or as a result of the Trustee's negligence, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)willful misconduct or bad faith.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee Securities Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee Securities Administrator shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee Securities Administrator is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee Securities Administrator from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained for itself an Opinion of Counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder Estate or cause a termination of REMIC status for any the REMIC created hereunderEstate, (i) sell any assets in the Trust EstateEstate (except as specifically provided in this Agreement), (ii) accept any contribution of assets after the Startup Day, Day in violation of the REMIC Provisions or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder Estate and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder the Trust and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained obtained, and delivered to the Certificate Insurer, an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at the expense of the party seeking to take such action but in no event at the expense of the Trust Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any either the Upper-Tier REMIC created hereunderor Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California 118 120 Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estate, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R and Class RL Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R and Class RL Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R and Class RL Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as is legally owed the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2000, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust (but such authorization shall not prevent Estate, the Trustee from contesting any such tax Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in appropriate proceedingsthis Agreement or as a result of the Trustee's negligence, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)willful misconduct or bad faith.

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Distribution Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification 109 for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class R Certificates.

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class B Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class B Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R B Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class B Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder or cause a termination of REMIC status for any the REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the REMIC created hereunder or cause termination of the REMIC status for any the REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust EstateEstate (notwithstanding the repurchase pursuant to a breach of representation and warranty), (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder the Trust and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners Owners of 128 the Class R Certificates on a pro rata basisbasis unless otherwise paid pursuant to Section 11.16(g) hereof. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust unless otherwise paid pursuant to Section 11.16(g) hereof (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust acceptable to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall 109 segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any either REMIC created hereunder or cause a termination of REMIC status for any either REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any either REMIC created hereunder or cause termination of REMIC status for any either REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any the Lower- Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained obtained, and delivered to the Group I Insurer, an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at the expense of the party seeking to take such action but in no event at the expense of the Trust Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any either the Upper-Tier REMIC created hereunderor Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or 111 117 otherwise (iii) the Owners of the Lower-Tier Residual Class and the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Lower-Tier Residual Class and the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedingshas not been previously reimbursed or indemnified therefor).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained obtained, and delivered to the Certificate Insurer, an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at the expense of the party seeking to take such action but in no event at the expense of the Trust Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any either the Upper-Tier REMIC created hereunderor Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To . (b) In the extent event that sufficient amounts cannot be so retained to pay any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or provide for Lower-Tier REMIC as defined in Section 860F(a)(2) of the payment of such taxCode, on the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estate, such Prohibited Transactions tax shall be paid by (i) the Trustee, if such tax arises out of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, or results from a breach by the Trustee shall retain an equal amount of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from future amounts a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to (iii) the Owners of the Class R Certificatesand Class RL Certificates in proportion to their Percentage Interests. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on To the Trust, extent such tax shall be charged is chargeable against amounts otherwise distributable to the owners Owners of the Class R Certificates on a pro rata basis. The and Class RL Certificates, notwithstanding anything to the contrary contained herein, the Trustee is 116 118 hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R and Class RL Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as is legally owed the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2000, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust (but such authorization shall not prevent Estate, the Trustee from contesting any such tax Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in appropriate proceedingsthis Agreement or as a result of the Trustee's negligence, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)willful misconduct or bad faith.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder or cause a termination of REMIC status for any the REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the REMIC created hereunder or cause termination of the REMIC status for any the REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of the Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the Upper-Tier REMIC created hereunderor the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Lower-Tier REMIC or Upper-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Lower-Tier REMIC or Upper-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Holders of the Class B Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Holders of the Class B Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners Holders of the Class R B Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Holders of such tax, if permitted by law, pending the outcome of such proceedings).Class B Certificates. 123

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained for itself and the Certificate Insurer an Opinion of Counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder Estate or cause a termination of REMIC status for any the REMIC created hereunderEstate, (i) sell any assets in the Trust EstateEstate (except as specifically provided in this Agreement), (ii) accept any contribution of assets after the Startup Day, Day in violation of the REMIC Provisions or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder Estate and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without 107 having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Distribution Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class R Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust EstateEstate or the Corpus, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust acceptable to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained for itself an Opinion of Counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trust, the Lower-Tier REMIC or any the Upper-Tier REMIC created hereunder or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (i) sell any assets in the Trust EstateEstate (except as specifically provided in this Agreement), (ii) accept any contribution of assets after the Startup Day, Day in violation of the REMIC Provisions or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest 140 penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any either REMIC created hereunder or cause a termination of REMIC status for any either REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any either REMIC created hereunder or cause termination of REMIC status for any either REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. 118 Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the Upper-Tier REMIC created hereunderor the Base REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of the REMIC status for any the Upper-Tier REMIC created hereunder or the Base REMIC or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Upper-Tier REMIC created hereunder or the Base REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters and reasonably acceptable to the Certificate Insurer, which opinion shall not be at the expense of the party seeking to take such action but in no event at the expense of the Trust Trustee, to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or (iii) the Owners of the Class R 101 Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class R Certificates.

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class B Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class B Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R B Certificates on any Distribution Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class B Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any REMIC created hereunderthe Lower-Tier or the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause termination of the REMIC status for any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of the Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust acceptable to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper- Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters at acceptable to the expense of the party seeking to take such action but in no event at the expense of the Trust Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any REMIC created hereunderthe Trust, (i) sell any assets in the Trust EstateEstate (notwithstanding the repurchase pursuant to a breach of representation and warranty), (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder the Trust and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise 131 distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners Owners of the Class R Certificates on a pro rata basisbasis unless otherwise paid pursuant to Section 11.16(g) hereof. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust unless otherwise paid pursuant to Section 11.16(g) hereof (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause a termination of REMIC status for any REMIC created hereunderthe Lower-Tier or the Upper-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or cause termination of the REMIC status for any the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the Lower-Tier REMIC created hereunder or the Upper-Tier REMIC and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of the Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates 119 126 sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained obtained, and delivered to the Insurer, an Opinion opinion of Counsel counsel experienced in federal income tax matters (which opinion shall be at the expense of the party seeking to take such action but in no event at the expense of the Trust Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any either the Upper-Tier REMIC created hereunderor Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification of this Agreement. 128 133 (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Lower-Tier Residual Class and the Class R Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Lower-Tier Residual Class and the Class R Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedingshas not been previously reimbursed or indemnified therefor).

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained (not at the expense of the Trust or the Trustee) an Opinion opinion of Counsel counsel experienced in federal income tax matters at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any REMIC created hereunder or cause a termination of REMIC status for any the Upper-Tier REMIC created hereunderor the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, Day or (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any REMIC created hereunder or cause termination of REMIC status for any REMIC created hereunder or (iv) agree to any modification amendment of this Agreement under Section 11.14 hereof. (b) In the event that any tax is imposed on "prohibited transactions" of the Lower-Tier REMIC or Upper-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to the Lower-Tier REMIC or Upper-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a material breach by the Trustee of any of its obligations under this Agreement, (ii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class B Certificates in proportion to their Percentage Interests. To the extent that sufficient amounts cannot be so retained such tax is chargeable against the Owners of the Class B Certificates, notwithstanding anything to pay or provide for the payment of such taxcontrary contained herein, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R B Certificates on any Payment Date sufficient funds to pay or provide reimburse the Trustee for the payment of, and to actually pay, of such tax as is legally owed by (to the Trust (but such authorization shall not prevent extent that the Trustee from contesting has not been previously reimbursed or indemnified therefor). The Trustee agrees to first seek indemnification for any such tax in appropriate proceedings, and withholding payment from any indemnifying parties before reimbursing itself from amounts otherwise distributable to the Owners of such tax, if permitted by law, pending the outcome of such proceedings)Class B Certificates.

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any either REMIC created hereunder or cause a termination of REMIC status for any either REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day, (iii) allow the Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any either REMIC created hereunder or cause termination of REMIC status for any either REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided thatPROVIDED THAT, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, 136 additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata PRO RATA basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer at the expense of the party seeking to take such action but in no event at the expense of the Trust to the effect that such transaction does not result in a tax imposed on the Trust or any the REMIC created hereunder or cause a termination of REMIC status for any the REMIC created hereunder, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup DayDay (other than Subsequent Home Equity Loans), (iii) allow the Master Servicer to foreclose upon any Home Equity Loan if such foreclosure would result in a tax on the Trust or any the REMIC created hereunder or cause termination of the REMIC status for any the REMIC created hereunder or (iv) agree to any modification of this Agreement. To the extent that sufficient amounts cannot be so retained to pay or provide for the payment of such tax, the Trustee is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any such Prohibited Transactions of each the REMIC created hereunder and use such income, to the extent necessary, to pay such tax; provided that, to the extent that any such income is paid to the Internal Revenue Service, the Trustee shall retain an equal amount from future amounts otherwise distributable to the Owners of Class R Certificates and shall distribute such retained amounts to the Owners of Offered Class A Certificates to the extent they are fully reimbursed and then to the Owners of the Class R Certificates. If any tax, including interest penalties or assessments, additional amounts or additions to tax, is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the owners of the Class R Certificates on a pro rata basis. The Trustee is hereby authorized to and shall retain from amounts otherwise distributable to the Owners of the Class R Certificates sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).