Common use of Miscellaneous REMIC Provisions Clause in Contracts

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date (1) The Class R Certificates do not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1, Class A-2 and Class A-3 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3) and (6) of the Code the information described in Treasury regulations Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest parties intend that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify it as a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC created hereunder shall Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall, to the extent permitted by applicable law, act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of the Trust and that in such capacity it shall: (i) prepare, or cause to be evidenced prepared, for the Trustee's signature and file, or cause to be filed, all 35 required federal and state tax returns for the REMIC using a calendar year as the taxable year for the Trust when and as required by the interests having the following characteristics REMIC Provisions and terms as follows, including for other applicable federal income tax purposes the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Datelaws; (1ii) The Class R Certificates do not have a Certificate Principal Balance.prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions and other applicable Federal income tax laws; (biii) The Depositor hereby designates conduct the Class A-1, Class A-2 and Class A-3 affairs of the Trust at all times that any Certificates are outstanding so as "regular interests," and to maintain the Class R Certificates status thereof as the single class of "residual interests" in a REMIC under the REMIC created hereunder for purposes Provisions; (iv) notwithstanding any other provision of this Agreement (other than as expressly provided in Article X) not knowingly or intentionally take any action that would cause, or omit to take any action that would or might reasonably prevent, the termination of the REMIC Provisions.status of the Trust; (cv) The Startup Day is hereby designated so long as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of it holds the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated Interest, serve as "Tax Matters Person" as defined in Person pursuant to Treasury Regulation Section 1.860F-4(d) for the REMIC Provisions Trust; (vi) notwithstanding any other provisions of the Agreement (other than Sections 2.02, 2.04 and 3.01(a) with respect to the REMIC. (epurchase of Home Equity Loans under certain circumstances) The knowingly or intentionally take any action that would cause or would create a material risk of causing, the Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC subject to tax under Section 860D Sections 860F(a)(l) or 860G(d)(l) of the Code. Any inconsistencies ; and (vii) pay (if permitted by applicable law) on the REMIC's behalf the amount of any federal income tax, including prohibited transaction penalty taxes or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate taxes on contributions to the REMIC created hereunder. after the startup day, imposed on the Trust when and as the same shall be due and payable (g) For all federal but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting at its own expense any such tax law purposesin appropriate proceedings and shall not prevent the Master Servicer from withholding payment of such tax, amounts transferred if permitted by law, pending the outcome of such proceedings); provided, that, if any such tax shall be paid by the Trustee Master Servicer, it shall thereafter be reimbursed from amounts otherwise distributable to the Owners Holders of the Class R Certificates, on a pro rata basis, and the Master Servicer is hereby authorized to retain from amounts otherwise distributable to the Holders of the Class R Certificates shall be treated as distributions by on any Distribution Date sufficient funds to reimburse the REMIC created hereunder. Master Servicer for the payment of any such tax (h) The Trustee shall provide to the Internal Revenue Service and to extent that the person described in Section 860E(e)(3) and (6) of the Code the information described in Treasury regulations Section 1.860D-1(b)(5)(iiMaster Servicer has not been previously reimbursed or indemnified therefor), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II.

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the months in which the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date Date ----------------- ----------------- ------------ Class A-1 $95,086,000 October 25, 2001 Class A-2 $31,086,000 October 25, 2011 Class A-3 $46,349,000 October 25, 2011 Class A-4 $37,517,000 November 25, 2019 Class A-5 $10,065,000 November 25, 2022 Class A-6 $17,897,000 March 25, 2027 Class A-7 $12,000,000 March 25, 2027 Class A-8 $75,000,000 March 25, 2027 R (1i) The March 25, 2027 -------------------- (i) Class R Certificates do does not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1, Class A-2 A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-3 A-8 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the months in which the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date Date ----------------- ----------------- ------------ Class A-1 $126,643,000 November 20, 2011 Class A-2 $ 35,021,000 November 20, 2011 Class A-3 $ 63,371,000 November 20, 2011 Class A-4 $ 42,030,000 June 20, 2016 Class A-5 $ 13,437,000 March 20, 2021 Class A-6 $ 22,498,000 May 20, 2027 Class A-7 $ 27,000,000 May 20, 2027 Class A-8 $ 70,000,000 May 20, 2027 R (1i) The May 20, 2027 -------------------- (i) Class R Certificates do does not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1, Class A-2 A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-3 A-8 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the months in which the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment DateDate ----------------- ----------------- ------------ Class A-1 $44,500,000 December 25, 2012 Class A-2 $46,000,000 May 25, 2017 Class A-3 $13,000,000 March 25, 2029 Class A-4 $11,500,000 March 25, 2029 Class A-5 $60,000,000 March 25, 2029 R (1) (1) The Class R Certificates do does not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1A-l, Class A-2 A-2, Class A-3, Class A-4 and Class A-3 A-5 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii1.860D-l(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including Trust for federal income tax purposes will consist of two REMICs. The assets of the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date Subsidiary REMIC will consist of all of the assets constituting the Trust Estate. The Subsidiary REMIC will issue classes of interests which will be the Subsidiary REMIC Regular Interests (1) The Class R Certificates do not have a Certificate Principal Balance. (b) The Depositor hereby designates which will be uncertificated and will represent the Class A-1, Class A-2 and Class A-3 Certificates as "regular interests," in the Subsidiary REMIC) and the Class R Certificates as SR Interest, which will be the single sole class of "residual interests" in the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC created hereunder Regular Interests in trust for purposes the benefit of the Master REMIC. The assets of the Master REMIC Provisions. will consist of the Subsidiary REMIC Regular Interests. The Master REMIC will issue the Class A-1, Class A-2, Class X-1 and Class X-2 Certificates (c) The Startup Day is hereby designated as which will represent the "startup dayregular interests" in the Master REMIC) and the MR Interest, which will be the sole class of "residual interests" in the Master REMIC. The Class R Certificates will represent beneficial ownership of the REMIC created hereunder within SR Interest and the meaning of Section 860G(a)(9) of the Code. (d) MR Interest. The Owner of the Class R Certificate representing the Tax Matters Person Residual Interest in the REMIC created hereunder Percentage is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to each of the Master REMIC and the Subsidiary REMIC. (eb) The Trust and the REMIC created hereunder Trustee shall, for federal income tax purposes, maintain books for each of the Master REMIC and the Subsidiary REMIC on a calendar year basis and report income on an accrual basis.of each of the Master REMIC and the (fc) The Trustee shall cause each of the Master REMIC Estate created hereunder and the Subsidiary REMIC to elect to be treated as a REMIC under Section 860D of the Code and any applicable state tax law. Such elections shall be made by the Trustee on Form 1066 and any appropriate state tax return for the taxable year ending on the last day of the calendar year in which the Certificates and the uncertificated Subsidiary REMIC interests are issued. The Trustee shall prepare, and shall cause to be timely filed on behalf of each of the Master REMIC and the Subsidiary REMIC an application for a taxpayer identification number on Form SS-4, and, upon receipt of such numbers, shall notify the Master Servicer of such numbers. The Trustee shall prepare and file Form 8811 on behalf of each REMIC within 30 days after the Startup Day, and shall designate the appropriate person to respond to inquiries of the Owners regarding original issue discount and related information in accordance with applicable provisions of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election of each of the Master REMIC and the Subsidiary REMIC to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (hd) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunderTrust. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. (e) For federal income tax purposes, the Final Scheduled Distribution Date for each Class of Certificates is hereby set to be the Distribution Date indicated below: Final Scheduled Class Distribution Date ----- ----------------- Class A-1 Certificates July 25, 2027 Class A-2 Certificates July 25, 2027 Class X-1 Certificates July 25, 2027 Class X-2 Certificates July 25, 2027 Class R Certificates July 25, 2027 (f) The Subsidiary REMIC Regular Interests will consist of Subsidiary REMIC Regular Interest 1 and Subsidiary REMIC Regular Interest 2. END OF ARTICLE IIThe Subsidiary REMIC Regular Interest 1 will bear interest at the rate equal to the weighted average of the Mortgage Rates of the Mortgage Loans in the Fixed Rate Group. The Subsidiary REMIC Regular Interest 2 will bear interest at the rate equal to the weighted average of the Mortgage Rates of the Mortgage Loans in the Adjustable Rate Group. The initial Subsidiary REMIC balance of Subsidiary REMIC Regular Interest 1 will be equal to the outstanding balances of the Mortgage Loans in the Fixed Rate Group. Such Subsidiary REMIC balance will be reduced by amounts distributed in respect of the Principal Distribution Amount, until the Subsidiary REMIC balance of Subsidiary REMIC Regular Interest 1 has been reduced to zero. The initial Subsidiary REMIC balance of Subsidiary REMIC Regular Interest 2 will be equal to the outstanding balances of the Mortgage Loans in the Adjustable Rate Group. Such Subsidiary REMIC balance will be reduced by amounts distributed in respect of the Principal Distribution Amount, until the Subsidiary REMIC balance of Subsidiary REMIC Regular Interest 2 has been reduced to zero. 25

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date (1) The Class R Regular Certificates do not have a Certificate Principal Balance. (b) The Depositor are hereby designates the Class A-1, Class A-2 and Class A-3 Certificates designated as "regular interests," for purposes of Section 860G(a)(1) of the Code and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder Trust for purposes of Section 860G(a)(2) of Subchapter M of Chapter 1 of Subtitle A of the REMIC ProvisionsCode. (cb) The Startup Day Closing Date is hereby designated as the "startup day" of the REMIC created hereunder Trust within the meaning of Section 860G(a)(9) of the Code. (dc) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (fd) The Trustee REMIC Trust shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the REMIC Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee Pre-Funding Account and Capitalized Interest Account shall report all expenses not be part of the segregated pool of assets which constitutes the REMIC Trust, although such Accounts shall constitute part of the Trust Estate to the REMIC created hereunderEstate. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (he) The Trustee shall provide to the Internal Revenue Service (the "IRS") and to the person described in Section 860E(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to and the REMIC created hereunderTrustee shall be reimbursed by such Person for the cost of providing such information. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE IIThe Trustee shall have no responsibility or liability for incorrect information supplied to the IRS where such information was supplied to the Trustee by the Servicer, and the Trustee shall have no responsibility or liability for information required to be supplied to the IRS and not so supplied where such information was known to the Servicer and not supplied by it despite the Trustee's request for such information. (f) The assumed final Distribution Dates for the Group I and Group II Certificates are as follows: Class A-1: October 25, 2009 Class A-2: January 25, 2012 Class A-3: January 25, 2012 Class A-4: April 25, 2012 Class A-5: September 25, 2019 Class A-6: May 25, 2028 Class A-7: May 25, 2028 Class A-8: May 25, 2028 Class M-1F: May 25, 2028 Class M-2F: May 25, 2028 Class M-1A: May 25, 2028 Class M-2A: May 25, 2028 Class B-1F: May 25, 2028 Class B-1A: May 25, 2028

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date (1) The Class R Certificates do not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1, Class A-2 and Class A-3 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "“startup day" ” of the each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (db) The Owner of the Tax Matters Person Residual Interest in the each REMIC created hereunder is hereby designated as "Tax Matters Person" “tax matters person” as defined in the REMIC Provisions with respect to the REMIC. (ec) The Trust and the each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (fd) The Trustee shall cause the each REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the each REMIC created hereunder. (ge) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the each respective REMIC created hereunder. (hf) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to the each REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. (g) The parties intend that the portion of the Trust Estate constituting the Grantor Trust, consisting of the Trust Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. END OF ARTICLE IIIn furtherance of such intention, the Trustee shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest parties intend that the Trust formed hereunder shall constitute, and that the affairs of the Trust shall be conducted so as to qualify it as a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC created hereunder shall Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall, to the extent permitted by applicable law, act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of the Trust and that in such capacity it shall: (i) prepare, or cause to be evidenced prepared, for the Trustee's signature and file, or cause to be filed, all required federal and state tax returns for the REMIC using a calendar year as the taxable year for the Trust when and as required by the interests having the following characteristics REMIC Provisions and terms as follows, including for other applicable federal income tax purposes the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Datelaws; (1ii) The prepare and forward, or cause to be prepared and forwarded, to the Certificateholders all information reports as and when required to be provided to them in accordance with the REMIC Provisions and other applicable Federal income tax laws; (iii) conduct the affairs of the Trust at all times that any Certificates are outstanding so as to maintain the status thereof as a REMIC under the REMIC Provisions; (iv) notwithstanding any other provision of this Agreement (other than as expressly provided in Article X) not knowingly or intentionally take any action that would cause, or omit to take any action that would or might reasonably prevent, the termination of the REMIC status of the Trust; (v) so long as it holds the Class R Certificates, serve as Tax Matters Person pursuant to Treasury Regulation Section 1.860F-4(d) for the Trust; (vi) notwithstanding any other provisions of the Agreement (other than Sections 2.02, 2.04 and 3.01(b) with respect to the purchase of Home Equity Loans under certain circumstances) knowingly or intentionally take any action that would cause or would create a material risk of causing, the Trust to be subject to tax under Sections 860F(a)(l) or 860G(d)(l) of the Code; and (vii) pay (if permitted by applicable law) on the REMIC's behalf the amount of any federal income tax, including prohibited transaction penalty taxes or taxes on contributions to the REMIC after the startup day, imposed on the Trust when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting at its own expense any such tax in appropriate proceedings and shall not prevent the Master Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that, if any such tax shall be paid by the Master Servicer, it shall thereafter be reimbursed from amounts otherwise distributable to the Holders of the Class R Certificates, on a pro rata basis, and the Master Servicer is hereby authorized to retain from amounts otherwise distributable to the Holders of the Class R Certificates do on any Distribution Date sufficient funds to reimburse the Master Servicer for the payment of any such tax (to the extent that the Master Servicer has not have a Certificate Principal Balancebeen previously reimbursed or indemnified therefor). (b) The Depositor hereby designates If the Class A-1Master Servicer is not permitted, Class A-2 and Class A-3 Certificates as "regular interests," and by applicable law, to fulfill any of its duties described in this Section, the Class R Certificates as Trustee shall carry out such duties pursuant to the single class of "residual interests" in the REMIC created hereunder for purposes instructions of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) Master Servicer. The Trustee covenants and agrees that it shall cause make an election for the REMIC Estate created hereunder to elect Trust to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the on Internal Revenue Service and to the person described Form 1066 for its first taxable year, in Section 860E(e)(3) and (6) of the Code the information described in Treasury regulations Section 1.860D-1(b)(5)(ii), or any successor regulation thereto accordance with respect to the REMIC created hereunderProvisions. Such information will be provided in the manner described in Treasury regulations Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE IIArticle III

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the months in which the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment DateDate ----------------- ----------------- ------------ Class A-1 $ 47,000,000 March 25, 2014 Class A-2 $ 36,100,000 October 25, 2023 Class A-3 $ 17,000,000 August 25, 2026 Class A-4 $ 14,200,000 July 25, 2028 Class A-5 $ 12,700,000 July 25, 2028 Class A-6 $ 73,000,000 July 25, 2028 R (1) (1) The Class R Certificates do does not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1A-l, Class A-2 A-2, Class A-3, Class A-4, Class A-5 Certificates and Class A-3 A-6 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii1.860D-l(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the months in which the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment DateDate ----------------- ----------------- ------------ (1) The Class R Certificates do does not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1, Class A-2 A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class M-1, Class M-2 and Class A-3 B Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including for federal income tax purposes the months in which the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled INTIIAL CERTIFICATE FINAL SCHEDULED CLASS DESIGNATION PRINCIPAL BALANCE PAYMENT DATE Class Designation Principal Balance Payment Date A-1 $137,433,000 December 26, 2029 Class A-2 $ 51,423,000 December 26, 2029 R (1) The ---------------- (1) Class R Certificates do does not have a Certificate Principal Balance. (b) The Depositor hereby designates the Class A-1, A-l and Class A-2 and Class A-3 Certificates as "regular interests," and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMIC. (e) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (f) The Trustee shall cause the REMIC Estate created hereunder to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (h) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Regulation Section 1.860D-1(b)(5)(ii1.860D-l(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunder. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II

Miscellaneous REMIC Provisions. (a) The beneficial ownership interest in the REMIC created hereunder shall be evidenced by the interests having the following characteristics and terms as follows, including Trust for federal income tax purposes will consist of two REMICs. The Subsidiary REMIC will consist of all of the Final Scheduled Payment Dates occur: Initial Certificate Final Scheduled Class Designation Principal Balance Payment Date assets constituting the Trust Estate and will be evidenced by the Subsidiary REMIC Regular Interests (1which will be uncertificated and will represent the "regular interests" in the Subsidiary REMIC) and the SR Interest as the single "residual interest" in the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests. The Trustee will hold the Subsidiary REMIC Regular Interests. The Master REMIC will consist of the Subsidiary REMIC Regular Interests and will be evidenced by the Regular Certificates (which will represent the "regular interests" in the Master REMIC) and the MR Interest as the single "residual interest" in the Master REMIC. The Class R Certificates do not have a Certificate Principal Balance. (b) The Depositor hereby designates will represent beneficial ownership of the Class A-1, Class A-2 and Class A-3 Certificates as "regular interests," SR Interest and the Class R Certificates as the single class of "residual interests" in the REMIC created hereunder for purposes of the REMIC Provisions. (c) The Startup Day is hereby designated as the "startup day" of the REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. (d) MR Interest. The Owner of the Tax Matters Person Residual Interest in the REMIC created hereunder is hereby designated as "Tax Matters Persontax matters person" as defined in the REMIC Provisions with respect to the REMICTrust. (eb) The Trust and the REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (fc) The Trustee shall cause each of the Master REMIC Estate created hereunder and the Subsidiary REMIC to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of the Trust shall be resolved in a manner that preserves the validity of such elections election to be treated as a REMIC. The Trustee shall report all expenses of the Trust Estate to the REMIC created hereunder. (g) For all federal tax law purposes, amounts transferred by the Trustee to the Owners of the Class R Certificates shall be treated as distributions by the REMIC created hereunder. (hd) The Trustee shall provide to the Internal Revenue Service and to the person described in Section 860E(e)(3860(E)(e)(3) and (6) of the Code the information described in Treasury regulations Section 1.860D-1(b)(5)(iiRegulation Section 1. 860D-l(b)(5)(ii), or any successor regulation thereto with respect to the REMIC created hereunderTrust. Such information will be provided in the manner described in Treasury regulations Regulation Section 1.860E-2(a)(5), or any successor regulation thereto. END OF ARTICLE II. (e) For federal income tax purposes, the Final Scheduled Distribution Date for each Class of Certificates is hereby set to be the Distribution Date indicated below: Final Scheduled Class Distribution Date Class A-1 Certificates Class A-2 Certificates Class A-3 Certificates Class A-4 Certificates Class A-5 Certificates Class X-1 Certificates Class X-2 Certificates Class R Certificates