Common use of Miscellaneous REMIC Provisions Clause in Contracts

Miscellaneous REMIC Provisions. (a) The Class LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). (b) The Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Code Section 860G(a)(1) is the Rated Final Distribution Date. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

Miscellaneous REMIC Provisions. (a) The Class LX-0XX-0, Xxxxx XX-0, Class LA-3, Class LA-4LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). (b) The Class A-1, Class A-2, Class A-3, Class A-4A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust the Lower-Tier REMIC within and the meaning of Code Section 860G(a)(9)Upper-Tier REMIC. The “latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Code Section 860G(a)(1) is the Rated Final Distribution Date. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

Miscellaneous REMIC Provisions. (a) The Class LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF REMIC I Interests and Class LG Interests the Transferable Servicing Interest are each hereby designated as “a "regular interests” interest" in the Lower-Tier REMIC I within the meaning of Code Section 860G(a)(1)) of the Code, and the LowerClass R-Tier Residual Interest (evidenced by the Class R Certificates) is I Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC I within the meaning of Code Section 860G(a)(2). (b) of the Code. The Class A-1-II, Class A-2-II, Class A-3-II, Class A-4-II, Class B-II, Class C-II, Class D-II, Class E-II, Class F-1-II, Class F-2-II and Class G-II Interests are hereby designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F F-1, Class F-2 and Class G Certificates and each of Component A- 1-II, Component A-2-II, Component A-3-II, Component B-II, Component C-II, Component D-II, Component E-II and Component F/G-II, are hereby designated as “"regular interests” " in the Upper-Tier REMIC III within the meaning of Code Section 860G(a)(1), ) of the Code and the UpperClass R-Tier Residual Interest (evidenced by the Class R Certificates) is III Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC III within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMIC I, REMIC II and REMIC III within the meaning of Code Section 860G(a)(9)) of the Code. The “"latest possible maturity date” " of the Lower-Tier Regular REMIC I Interests, the REMIC II Interests and the Regular Certificates for purposes of Code Section 860G(a)(1) is the Rated Scheduled Final Distribution Date. (db) None of the Depositor, the Trustee, the Fiscal Agent, Special Servicer or Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

Miscellaneous REMIC Provisions. (a) The Class LX-0Trustee shall, Xxxxx XX-0to the extent permitted by applicable law, Class LA-3, Class LA-4, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests are hereby designated act as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1)agent, and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated appointed to act as agent, of the sole class Trust Fund, and shall elect to treat each of “residual interests” REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal or state Tax Returns for the taxable year ending on the last day of the calendar year in which the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2)Certificates are issued. (b) The REMIC I Regular Interests are hereby designated as "regular interests" (within the meaning of Section 860G(a)(1) of the Code), and the Class A-1, Class A-2, Class A-3, Class A-4, Class XR-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G I Certificates are hereby designated as “regular the single class of "residual interests” in the Upper-Tier REMIC " (within the meaning of Code Section 860G(a)(2) of the Code), in REMIC I. The REMIC II Regular Interests are hereby designated as "regular interests" (within the meaning of Section 860G(a)(1) of the Code), and the UpperClass R-Tier Residual Interest (evidenced by the Class R Certificates) is II Certificates are hereby designated as the sole single class of “"residual interests” in the Upper-Tier REMIC " (within the meaning of Code Section 860G(a)(2) of the Code), in REMIC II. The Sequential Pay Certificates and the Class S REMIC III Regular Interests are hereby designated as "regular interests" (within the meaning of Section 860G(a)(1) of the Code), and the Class R-III Certificates are hereby designated as the single class of "residual interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC III. No party hereto shall, to the extent within the control of any such Person, create or permit the creation of any other "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Treasury regulation Section 1.860D-1(b)(1)). (c) The Closing Date is hereby designated as the “Startup Day” "startup day" of each Trust of REMIC I, REMIC II and REMIC III within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” ) of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Code Section 860G(a)(1) is the Rated Final Distribution DateCode. (d) The Trustee shall pay any and all expenses relating to any tax audit of REMIC I, REMIC II or REMIC III (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involved the Internal Revenue Service or state tax authorities), including the expense of obtaining any tax-related Opinion of Counsel in connection with such an audit and other taxes; provided, however, that if such audit resulted from the negligence of the Master Servicer or the Depositor, then the Master Servicer or the Depositor, as the case may be, shall pay such expenses. The Certificateholder with the largest Percentage Interest of the related Class of Residual Certificates shall be designated as the tax matters person with respect to each of REMIC I, REMIC II and REMIC III in the manner provided under Treasury Regulations Section 1.860F-4(d) and Temporary Treasury Regulations Section 301.6231(a)(7)-1T. The tax matters person of each REMIC created hereunder hereby irrevocably appoints and authorizes the Trustee to act as its attorney-in-fact and agent to perform the duties of the tax matters person with respect to such REMIC. The Trustee, as attorney-in-fact and agent of the tax matters person of each REMIC created hereunder, shall (i) act on behalf of such REMIC in relation to any tax matter or controversy involving such REMIC and (ii) represent such REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Residual Certificate, hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of REMIC I, REMIC II or REMIC III, as the case may be. The legal expenses and costs of any such action described in this subsection and any liability resulting therefrom shall be borne by the Trust Fund or other appropriate Person in accordance with Section 11.09(h). (e) The Trustee shall prepare, file and sign all of the Tax Returns in respect of each of REMIC I, REMIC II and REMIC III. The expenses of preparing and filing such returns shall be borne by the Trustee without any right of reimbursement therefor. (f) The Trustee shall perform on behalf of each of REMIC I, REMIC II and REMIC III all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Included among such duties, the Trustee shall provide to: (i) any Transferror of a Residual Certificate, such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee; (ii) the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required); and (iii) the Internal Revenue Service, the name, title, address and telephone number of the Person who will serve as the representative of each of REMIC I, REMIC II and REMIC III. (g) The Trustee shall take such action and shall cause each of REMIC I, REMIC II and REMIC III to take such action as shall be necessary to create the status thereof as a REMIC under the REMIC Provisions (and the Master Servicer shall assist it, to the extent reasonably requested by it). Each of the Trustee and the Master Servicer shall exercise reasonable care to the extent within its control and the scope of its express duties under this Agreement, to maintain the status of each of REMIC I, REMIC II and REMIC III as a REMIC. Neither the Trustee nor the Master Servicer shall take any action, cause REMIC I, REMIC II or REMIC III to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event in respect of any of REMIC I, REMIC II or REMIC III, unless the Trustee has received an Opinion of Counsel to the effect that the contemplated action will not result in an Adverse REMIC Event. None of the Depositorother parties hereto shall take or fail to take any action (whether or not authorized hereunder) as to which the Trustee has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to REMIC I, REMIC II or REMIC III or the assets of any of them, or causing REMIC I, REMIC II or REMIC III to take any action, which is not expressly permitted under the terms of this Agreement, each of the other parties hereto will consult with the Trustee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur, and no such other party shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement. (h) In the event that any tax is imposed on REMIC I, REMIC II or REMIC III, including, without limitation, "prohibited transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, any taxes on contributions to REMIC I, REMIC II or REMIC III after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code or any applicable provisions of state or local tax laws, such tax, together with all incidental costs and expenses (including, without limitation, penalties or assessments and reasonable attorneys' fees) not required to be borne by the Trustee pursuant to Section 11.09(d), shall be charged to and 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 Article XI; (ii) the Master Servicer, if such tax arises out of or results from a breach by the Special ServicerMaster Servicer of any of its obligations under Article III or this Article XI; (iii) the Depositor, if such tax arises out of or results from a breach by the Depositor of any of its obligations under this Article XI; or (iv) the Trust Fund in all other instances. Any such amounts payable by the Trust Fund in respect of taxes shall be paid by the Master Servicer at the direction of the Trustee out of amounts on deposit in the Custodial Account or by the Trustee out of amounts on deposit in the Collection Account. The Trustee is hereby authorized to and shall retain or cause to be retained from available funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the Trust Fund. Such authorization (i) shall not prevent the Trustee from contesting any such tax in appropriate law pending the outcome of such proceedings and (ii) is subject to Section 11.09(n) and Section 11.09(o). The costs of contesting any such tax shall be an expense of the Trust Fund unless indemnification for such a tax is provided for hereunder. (i) The Trustee and, to the extent that records are maintained thereby in the normal course of its business, each of the other parties hereto shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day therefor, the Operating Advisor Trustee shall not accept any contributions of assets to REMIC I, REMIC II or REMIC III unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause such contribution) to the effect that the inclusion of such assets in such REMIC will not cause an Adverse REMIC Event in respect of such REMIC. (k) Neither the Master Servicer nor the Trustee shall consent to or, to the extent of their respective control, permit: (i) the sale or disposition of any Mortgage Asset (except in connection with (A) a breach of any representation or warranty of the related Seller regarding a Mortgage Asset, (B) the foreclosure, default or imminent default of a Mortgage Loan, including but not limited to, an assignment to HUD or the Certificate Administrator sale or other disposition of a Mortgaged Property acquired by deed in lieu of foreclosure, (C) the bankruptcy of REMIC I, REMIC II or REMIC III, or (D) the termination of the Trust Fund pursuant to Article X of this Agreement); (ii) the sale or disposition of any investments in the Custodial Account or the Collection Account for gain; or (iii) the acquisition of any assets for the Trust Fund (other than a Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted Mortgage Loan and other than Permitted Investments acquired in connection with the investment of funds in the Custodial Account or the Collection Account); in any event unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, or acquisition) to the effect that such sale, disposition, or acquisition will not cause: (x) REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding or (y) the imposition of any tax on REMIC I, REMIC II or REMIC III under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (l) Neither the Master Servicer nor the Trustee shall enter into any arrangement by which the Trust Fund REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services or, to the extent it is within the control of such Person, permit REMIC I, REMIC II or REMIC III to receive any income from assets other than "qualified mortgages" as specifically contemplated hereindefined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. At all times as may be required by the Code, the Trustee shall ensure that substantially all of the assets of REMIC I, REMIC II and REMIC III will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (m) The Depositor shall provide or cause to be provided to the Trustee, within ten days after the Closing Date, all information or data that the Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. The Master Servicer shall furnish such reports, certifications and information, and access to such books and records maintained thereby, as may relate to the Certificates or the Trust Fund and as shall be reasonably requested by the Trustee in order to enable it to perform its duties hereunder. (n) The Trustee agrees to indemnify the Trust Fund, the Depositor and the Master Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach by the Trustee with respect to the covenants set forth in this Section 11.09. All such amounts paid by the Trustee to indemnify the Trust Fund shall be deposited by the Trustee into the Collection Account. The Master Servicer agrees to indemnify the Trust Fund, the Depositor and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Depositor or the Trustee, as a result of a breach of the Master Servicer's covenants set forth in this Section 11.09 or in Article III with respect to compliance with the REMIC Provisions. All such amounts paid by the Master Servicer to indemnify the Trust Fund shall be delivered to the Trustee and deposited by the Trustee into the Collection Account. (o) The Depositor agrees to indemnify the Trust Fund, the Trustee and the Master Servicer for any taxes and costs (including, without limitation, any reasonable attorney's fees) imposed on or incurred by the Trust Fund, the Trustee or the Master Servicer as a result of a breach of the Depositor's covenants set forth in this Section 11.09 or Article III with respect to compliance with the REMIC Provisions. All such amounts paid by the Depositor to indemnify the Trust Fund shall be delivered to the Trustee and deposited by the Trustee into the Collection Account. 135

Miscellaneous REMIC Provisions. (a) The Class LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG REMIC I Regular Interests are hereby designated as “"regular interests” " in the Lower-Tier REMIC I within the meaning of Code Section 860G(a)(1)) of the Code, and the LowerClass R-Tier Residual Interest (evidenced by the Class R Certificates) is I Certificates are hereby designated as the sole class Class of “"residual interests” " in the Lower-Tier REMIC I within the meaning of Section 860G(a)(2) of the Code. The REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K and REMIC II Regular Interest L are hereby designated as "regular interests" in REMIC II within the meaning of Section 860G(a)(1) of the Code and the Class R-II Certificates are hereby designated as the sole Class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2). (b) . The Class A-1A1, Class A-2A2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-SA3, Class B, Class C, Class D, Class E, Class F F, Class G, Class H, Class J, Class K and Class G L Certificates and each Class X Component are hereby designated as "regular interests" in REMIC III within the meaning of Section 860G(a)(1) of the Code and the Class R-III Certificates are hereby designated as “regular the sole Class of "residual interests” " in the Upper-Tier REMIC III within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMIC I, REMIC II and REMIC III within the meaning of Code Section 860G(a)(9)) of the Code. The “"latest possible maturity date” " of the Lower-Tier REMIC I Regular Interests, REMIC II Regular Interests and the Regular REMIC III Certificates for purposes of Code Section 860G(a)(1) of the Code is the Rated Final Distribution Date. (db) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor Fiscal Agent or the Certificate Administrator Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

Miscellaneous REMIC Provisions. (a) The Class LX-0, Xxxxx XX-0[LA-1], Class LA-3[LA-2] Class [LB], Class LA-4[LC], Class LA-S[LD], Class LB[LE], Class LC, Class LD, Class LE, Class LF [LF] and Class LG [LG] Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the [Class R R] Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). (b) The Class [A-1], Class [A-2], Class A-3[B], Class A-4[C], Class X-A[D], Class X-B[E], Class A-S, Class B, Class C, Class D, Class E, Class F [F] and Class G [G] Certificates are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), ) and the Upper-Tier Residual Interest (evidenced by the Class R [R] Certificates) is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC within the meaning of Code Section 860G(a)(9)) of the Code. The “latest possible maturity date” of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Code Section 860G(a)(1) of the Code is the Rated Final Distribution Date. (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, Servicer or the Operating Advisor or the Certificate Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

Miscellaneous REMIC Provisions. (a) The Class LX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests Each of the Mortgage Loans are hereby designated as “"regular interests” " in the Lower-Tier REMIC I within the meaning of Code Section 860G(a)(1)) of the Code, and the LowerClass R-Tier Residual Interest (evidenced by the Class R Certificates) is I Certificates are hereby designated as the sole class of “"residual interests” " in the Lower-Tier REMIC I within the meaning of Code Section 8606(a)(2) of the Code. The Class A-L-1, Class A-L-2, Class A-L-3, Class B-L, Class C-L, Class D-L, Class E-L, Class F-L, Class G-L, Clasx X-L, Class J-L and Class K-L Interests are hereby designated as "regular xxxerests" in REMIC II within the meaning of Section 860G(a)(1) of the Code, and the Class R-II Certificates are hereby designated as the sole class of "residual interests" in REMIC II within the meaning of Section 860G(a)(2). (b) of the Code. The Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-SEC, Class B, Class C, Class D, Class E, Class F F, Class G, Class H, Class J, Class K-1 and Class G K-2 Certificates are hereby designated as “"regular interests” " in the Upper-Tier REMIC III within the meaning of Code Section 860G(a)(1), ) of the Code and the UpperClass R-Tier Residual Interest (evidenced by the Class R Certificates) is III Certificates are hereby designated as the sole class of “"residual interests” " in the Upper-Tier REMIC III within the meaning of Code Section 860G(a)(2). (c) of the Code. The Closing Date is hereby designated as the “"Startup Day” " of each Trust REMIC I, REMIC II and REMIC III within the meaning of Code Section 860G(a)(9)) of the Code. The “"latest possible maturity date” " of the Lower-Tier REMIC I Regular Interests and the REMIC II Regular Interests and the Regular Certificates for purposes of Code Section 860G(a)(1) is the Rated Scheduled Final Distribution Date. The initial Certificate Balance of each Class of REMIC II Regular Interests is equal to the Certificate Balance of the Related Class of Certificates. The pass-through rate of each Class of REMIC II Regular Interests is a per annum rate equal to the REMIC II Pass-Through Rate. (db) None of the Depositor, the Trustee, the Master ServicerFiscal Agent, the Special Servicer, the Operating Advisor Servicer or the Certificate Administrator Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.