Common use of Prohibited Activities Clause in Contracts

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicersneither Saxon, the Master Servicer nor Servicer, the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer parties permit, any of the following transactions or activities unless it has received (ai) a Special Tax Opinion and (bii) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans Loan except pursuant to (A) a foreclosure or default with respect to such Mortgage LoansLoan, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, 9.02 hereof or (D) a substitution or purchase (but not a substitution) in accordance with Section 2.032.03 hereof; (ii) the acquisition of any Mortgage Loans Loan for the Trust after the Closing Date except (A) during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorMaster Servicer or (B) a substitution in accordance with Section 2.03 hereof; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Asset Proceeds Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or other disposition would cause 30% or more of a REMIC’s 's income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses of the related REMIC or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Asset Proceeds Account, as provided under Section section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a cash contribution received during the three month period beginning on the Closing Date, (B) any transfer of funds from a Mortgagor Bankruptcy Fund, Special Hazard Fund or Interest Fund to the Asset Proceeds Account, (C) a cash contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (CD) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A)9.04(a)(A) hereof, or (DE) any other cash contribution approved by the Securities Administrator Master Servicer after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viiivii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section 10.02 shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) of the Code as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor or the Holders of the Residual Certificates, nor the Trustee Certificates shall engage in, nor and the Trustee and the Securities Administrator shall the Master Servicer not permit, any of the following transactions or activities unless it such Person has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) or substitution in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Servicer, Trustee and Securities Administrator has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer and the Trustee for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of neither the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.029.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A9.04(a)(A), or (D) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer Trustee shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicerseach Servicer, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee Certificates shall engage in, nor shall the Master Servicer permitpermit (to the extent within its control), any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three three-month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A10.04(a)(i), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the DepositorCompany, the TrusteeServicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.06 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorServicer or (2) a substitution in accordance with Section 2.06 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made pro rata by the Holders of the Residual Certificates; or (D4) any other contribution approved by the Securities Administrator Servicer after consultation with tax counsel; (viie) except in the case of a Mortgage Loan an Asset that is a in default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, neither the Master Trustee nor the Servicer shall not permit any modification of any material term of a Mortgage Loan an Asset (including, but not limited to, the interest rate, the principal balance, the amortization scheduleschedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage LoanAsset) unless the Master Trustee and Servicer has have received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanAsset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) engage (in the case of the Company, the Servicer or the holders of the Residual Certificates) or knowingly engage (in the case of the Trustee) in any other transaction or activity that is not contemplated by inconsistent with the Pooling and Servicing Agreement; (g) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its Reserve Funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; or (h) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates or (B) to provide for the payment of Trust Agreementexpenses or amounts payable on the Certificates in the event of defaults or late payments on the related Assets or lower than expected returns on funds held in the Distribution Account, as provided under section 860G(a)(7) of the Code. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Pooling and Master Servicing Agreement, none of neither the Depositor, the Trustee, the Securities Administrator, the ServicersCompany, the Master Servicer nor Servicer, the Holders of the Residual CertificatesSecurities, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates Securities (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans Assets except pursuant to (A) a foreclosure or default with respect to such Mortgage LoansAssets, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.029.02, or (D) a substitution or purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans Assets for the Trust after the Closing Date except (A) during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorMaster Servicer or (B) a substitution in accordance with Section 2.03; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Asset Proceeds Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or disposition would cause 30% or more of a REMIC’s 's income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC Securities or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates Securities in the event of defaults or late payments on the Mortgage Loans Assets or lower than expected returns on funds held in the Certificate Account or the Distribution Asset Proceeds Account, as provided under Section section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICSecurities, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A9.04(a)(A), or (D) any other contribution approved by the Securities Administrator Master Servicer after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viiivii) any other transaction or activity that is not contemplated by the Trust Pooling and Master Servicing Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of neither the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.029.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the a Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the a Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A9.04(a)(A), or (D) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer Trustee shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as disclosed on Schedule 7.3 or as otherwise provided in the Trust expressly contemplated by this Agreement, none of between the Depositordate hereof and the Consummation Date, the TrusteeCompany will not, the Securities Administrator, the Servicers, the Master Servicer nor the Holders without prior written consent of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):Pentacon: (i) the sale make any change in its Articles of Incorporation or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03By-laws; (ii) the acquisition issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any Mortgage Loans for kind other than in connection with the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract exercise of options or warrants listed in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorSchedule 5.4; (iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock except for (1) dividends paid in respect of the sale Company's Accumulated Adjustment Accounts provided that any such dividends shall reduce, dollar-for-dollar, the amount of cash consideration to be received by the Stockholder on the Consummation Date and (2) dividends paid to cover tax payments required to be made by the Stockholders for fiscal 1997 and subsequent periods ending on or other disposition of any investment in prior to the Certificate Account or the Distribution Account at a gainConsummation Date; (iv) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures, except if it is in the sale normal course of business (consistent with past practice) or other disposition involves an amount not in excess of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments$25,000; (v) create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired, except (1) with respect to purchase money liens incurred in connection with the withdrawal acquisition of any amounts from any Reserve Fund except equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest Taxes either not yet due or being contested in the related REMIC good faith and by appropriate proceedings (and for which contested Taxes adequate reserves have been established and are being maintained) or (B) to provide for the payment of Trust expenses materialmen's, mechanics', workers', repairmen's, employees' or amounts payable on the Certificates other like liens arising in the event ordinary course of defaults business (the liens set forth in clause (2) being referred to herein as "Statutory Liens"), or late payments (3) liens set forth on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution AccountSchedules 5.10, as provided under Section 860G(a)(7) of the Code5.15 and/or 5.16 hereto; (vi) the acceptance sell, assign, lease or otherwise transfer or dispose of any contribution to the Trust property or equipment except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, normal course of business and other than distributions of real estate and other assets as permitted in this Agreement (C) a contribution to facilitate a Terminating Purchase that is made within including the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(ASchedules hereto), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except negotiate for the acquisition of any business or the start-up of any new business; (viii) merge or consolidate or agree to merge or consolidate with or into any other corporation; (ix) waive any material rights or claims of the Company, provided that the Company may negotiate and adjust bills and accounts in the case course of good faith disputes with customers in a Mortgage Loan manner consistent with past practice, provided, further, that is a defaultsuch adjustments shall not be deemed to be included in Schedule 5.11 to the extent they exceed the reserves, if any, established therefor, or as unless specifically listed thereon; (x) amend or terminate any material agreement, permit, license or other right of the Company provided that the Company may continue to which, administer vendor and supplier contracts in the reasonable judgment ordinary course of business provided written notice of any Servicer, default such material amendments or terminations is reasonably foreseeable, the Master Servicer shall not permit provided to Pentacon as soon as possible following such action and in any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) event prior to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposesClosing; or (viiixi) enter into any other transaction outside the ordinary course of its business or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountshereunder.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicerseach Servicer, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three three-month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor Servicers or the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee or the Securities Administrator permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.029.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A9.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer Securities Administrator shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Securities Administrator has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the DepositorCompany, the TrusteeServicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.06 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorServicer or (2) a substitution in accordance with Section 2.06 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made PRO RATA by the Holders of the Residual Certificates; or (D4) any other contribution approved by the Securities Administrator Servicer after consultation with tax counsel; (viie) except in the case of a Mortgage Loan an Asset that is a in default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, neither the Master Trustee nor the Servicer shall not permit any modification of any material term of a Mortgage Loan an Asset (including, but not limited to, the interest rate, the principal balance, the amortization scheduleschedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage LoanAsset) unless the Master Trustee and Servicer has have received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanAsset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) any other transaction or activity that is not contemplated by the Pooling and Servicing Agreement; (g) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its Reserve Funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; or (h) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates or (B) to provide for the payment of Trust Agreementexpenses or amounts payable on the Certificates in the event of defaults or late payments on the related Assets or lower than expected returns on funds held in the Distribution Account, as provided under section 860G(a)(7) of the Code. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except The Principal Shareholder hereby covenants, acknowledges and agrees as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received follows: (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) If upon the termination of any REMIC pursuant to Section 10.02the Principal Shareholder's employment the Company and the Principal Shareholder have not executed a consulting agreement, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund then for a period of less one (1) year after the termination of his employment (except as set forth in the following paragraph), the Principal Shareholder shall not for any reason whatsoever, directly or indirectly, for himself or on behalf or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in any capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business that directly or indirectly competes with the business conducted by the Company, Subsidiary, SM&A, or any of their subsidiaries in the area of competitive procurement in any geographical location where they or any of their subsidiaries conducts business as of the Closing Date; provided, however, that if after the commencement of the one-year noncompete period, the closing sale price for SM&A Stock reported by the Nasdaq National Market is more than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund $4.50 below the Average Closing Price for the taxable year to consist Base Period for more than one hundred eighty (180) consecutive trading days, then the restrictions set forth in this Article 10 shall not apply; Notwithstanding the foregoing provisions of this paragraph (a) the Principal Shareholder may (i) be a gain from passive investor owning no more than 1% of the sale outstanding equity securities of any corporation the equity securities of which are listed on a national securities exchange or disposition traded on the NASDAQ National Market System and with which the Principal Shareholder has no other connection whatsoever or (ii) invest in or act as an employee, consultant or other position for SM&A, or any of Short-Term Reserve Fund Investmentsits Affiliates; (vb) For a period of two (2) years, the withdrawal Principal Shareholder shall not, directly or indirectly, knowingly offer to employ any person who is, at that time, or which has been within one (1) year prior to that time, an employee of any amounts from any Reserve Fund except (A) for SM&A, the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account Company or the Distribution Account, as provided under Section 860G(a)(7) of the CodeSubsidiary; (vic) the acceptance For a period of any contribution to the Trust except the following cash contributions: two (A2) a contribution received during the three month period beginning on years after the Closing Date, the Principal Shareholder shall not, directly or indirectly, engage or participate in any effort or act to induce any customer, supplier, associate, employee, sales or other agent or independent contractor of the Company or the Subsidiary or which has been a customer, supplier, employee, sales or other agent or independent contractor of the Company or the Subsidiary within two (B2) years prior to that time, to take any action which might be disadvantageous to the Company and Subsidiary, or not to take any action which might be advantageous to the Company and Subsidiary; for a contribution to a Reserve Fund owned by a REMIC that period of two (2) years, the Principal Shareholder shall not for any reason whatsoever, directly or indirectly, for himself or on behalf or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature call upon any prospective acquisition candidate which is made pro rata in the same business as the business of the Company or the Subsidiary as of the time of the Closing, on the Principal Shareholder's behalf or on behalf of any competitor which candidate was either called upon by the Holders Company or the Subsidiary (including the respective subsidiaries thereof, if any) or for which the Company or the Subsidiary made an acquisition analysis, for the purpose of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counselacquiring such entity; (viid) except in The Principal Shareholder acknowledges that the case of a Mortgage Loan damages that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated suffered by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) SM&A as a result of any breach of the Trust engaging provisions of this Section 10.1 may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, SM&A shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Section 10.1 or otherwise to specifically enforce any of the provisions hereof, and SM&A shall not be obligated to post a bond or other security in seeking such relief. This remedy is in addition to damages directly or indirectly suffered by SM&A and reasonable attorneys fees; and (e) It is agreed by the parties that the foregoing covenants in this Section 10.1 impose a reasonable restraint on the Principal Shareholder in light of the activities and indemnify business of the Trust Company, the Subsidiary and SM&A (including SM&A's other subsidiaries). (f) The parties hereto agree that the Master Servicer duration and area for which the covenants in this Section 10.1 are to be effective are reasonable. In the event that any court finally determines that the time period or the geographic scope of any such amountscovenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Section 10.1 shall remain in full force and effect for the greatest time period and within the greatest geographic area that would not render it unenforceable. The parties intend that each of the covenants in Sections 10.1(a), (b), (c) and (d) shall be deemed to be a separate covenant.

Prohibited Activities. Except as otherwise provided in Between the Trust Agreementdate hereof and the Closing Date, none each of the DepositorPartnerships and the Manager will not, without the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders prior written consent of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received USFloral: (a) a Special Tax Opinion and make any change to its limited partnership agreement, or authorize or propose the same; (b) a Special Tax Consent from each not, without the knowledge and consent of USFloral, declare any unusual partnership distributions nor pay out any extraordinary bonuses, fees, commissions or any other unusual distributions to the Holders of Partners or the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction Manager, or activity in question): (i) the sale directors, management or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable personnel prior to the Securities Administrator; (iii) the sale or Closing, other disposition of any investment than up to $6.0 million in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year cash permitted to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata be distributed to the Holders of Partners, prior to Closing, and other than ordinary and customary distributions to the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) Partners subsequent to provide September 30, 1997 for the payment of Trust expenses or amounts payable on income taxes by the Certificates Partners which distributions are made in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) ordinary course of the CodePartnerships' businesses and in amounts not materially in excess of the tax liabilities of the Partners, and other than the payment of fees and expenses actually incurred by the Partnerships and the Manager in connection with the subject matter of this Agreement made prior to or at Closing (it being understood that no distribution or payment under this subparagraph (b) or otherwise shall in any way vitiate or reduce the minimum net worth requirements set forth in Section 3.1); (vic) not make expenditures outside the acceptance normal course of any contribution business, except with respect to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Datethis transaction, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders and not make capital expenditures in excess of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel$100,000; (viid) except not effect any change in the case ownership structure of a Mortgage Loan that is a defaultthe Partnerships or the Manager, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rateissuance of any option, warrant, call, conversion right or commitment of any kind with respect to the principal balancePartnership Interests or any equity interests in the Manager or the purchase or other reacquisition of any outstanding Partnership Interests or any equity interests in the Manager. (e) enter into any contract or commitment, the amortization schedule, the remaining term including contracts to maturityprovide services to customers, or incur or agree to incur any liability or make any capital expenditures, or guarantee any indebtedness, except in the ordinary course of business and consistent with past practice; (f) materially increase present salaries and commission levels for any or all officers, directors, employees and agents or pay any bonus compensation other than (i) bonus compensation accrued on the balance sheets of the Partnerships as of the Balance Sheet Date and (ii) bonus compensation accrued on the balance sheets of the Partnerships between the Balance Sheet Date and the Closing Date (but not in excess of the amount so accrued in the corresponding period of the immediately preceding year). (g) create or assume any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired; (h) sell, assign, lease, pledge or otherwise transfer or dispose of any property or equipment except in the ordinary course of business consistent with past practice; (i) acquire or negotiate for the acquisition of (by merger, consolidation, purchase of a substantial portion of assets or otherwise) any business or the start-up of any new business, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to the Partnerships; (j) be acquired or agree to be acquired by any other term affecting the amount entity; (k) waive any material rights or timing claims of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense either of the Partnerships, provided that either of the Partnerships may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice; (l) commit a breach of or amend or terminate any material agreement, permit, license or other right; (m) enter into any other transaction (i) that is not negotiated at arm's length with a third party seeking to modify not affiliated with either of the Mortgage LoanPartnerships or any employee or partner of either of the Partnerships or (ii) to outside the effect that such modification would not be treated as giving rise ordinary course of business consistent with past practice or (iii) prohibited hereunder; (n) commence a lawsuit other than for routine collection of bills; (o) revalue any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; (p) make any tax election other than in the ordinary course of business and consistent with past practice, change any tax election, adopt any tax accounting method other than in the ordinary course of business and consistent with past practice, change any tax accounting method, file any Tax Return (other than any estimated tax returns, payroll tax returns or sales tax returns) or any amendment to a new debt instrument for REMIC purposesTax Return, enter into any closing agreement, settle any tax claim or assessment, or consent to any tax claim or assessment, without the prior written consent of USFloral; or (viiiq) take, or agree (in writing or otherwise) to take, any other transaction of the actions described in Sections 7.8(a) through (p) above, or activity that is not contemplated by any action which would make any of the Trust Agreement. Any party causing representations and warranties of the Trust to engage Partnerships and the Sellers contained in this Agreement untrue or result in any of the activities prohibited conditions set forth in this Section shall be liable for the payment of any tax Articles 8 and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts9 not being satisfied.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor shall the Trustee shall Master Servicer engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or disposition would cause 30% or more of a REMIC’s 's income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in As further consideration for the Trust Agreement, none purchase and sale of the Depositor, Acquired Assets and the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following other transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):contemplated hereby: (i) Seller covenants and agrees with Buyer that it shall not, and shall cause its Affiliates not to, until the sale fifth (5th) anniversary of the Closing Date (the “Non- Competition Term”), directly or indirectly, for such Person or on behalf of or in conjunction with any other disposition ofPerson, engage in the Territory as an owner, Representative or otherwise, in any business, or substitution forin developing, selling, manufacturing, distributing or marketing, any product that is a steroid or anti-inflammatory for the treatment of Duchenne Muscular Dystrophy; provided that this Section 5.3(a) shall not prohibit Seller or any of its Affiliates from (x) owning shares of Buyer Common Stock (subject to Sections 5.12, 5.13 and 5.14), (y) owning less than five percent (5%) of the Mortgage Loans except pursuant to (A) outstanding common stock of a foreclosure or default with respect to such Mortgage Loanscompany, (B) the bankruptcy or insolvency common stock of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02which is traded on a national stock exchange, or (Dz) a purchase (but not a substitution) in accordance with Section 2.03;owning and operating the Excluded Assets. (ii) Seller covenants and agrees with Buyer that it shall not, and shall cause its Affiliates not to, until the acquisition fifth (5th) anniversary of any Mortgage Loans for the Trust after the Closing Date except during (the three-month period beginning “Non- Solicitation Term”), directly or indirectly, for such Person or on the Closing Date pursuant to a fixed price contract behalf of or in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or conjunction with any other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except Person, (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC employ or hire away from Buyer any Restricted Person or (B) to provide solicit or communicate with any Restricted Person for the payment purpose or with the intent of Trust expenses enticing, or amounts payable on the Certificates in the event of defaults a manner reasonably likely to entice, such Restricted Person away from Buyer; provided that this Section 5.3(a)(ii) shall not at any time prohibit (x) Seller from soliciting or late payments on the Mortgage Loans hiring any Specified Restricted Person whose employment or lower other service providing relationship with Buyer was terminated by Buyer more than expected returns on funds held in the Certificate Account six (6) months prior to such time or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (viy) the acceptance placement of advertisements in publications of general circulation not directed at any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsSpecified Restricted Person.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor shall the Trustee shall Master Servicer engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion From the date hereof through and including the earlier of (x) the Closing Date and (by) a Special Tax Consent from each the date this Agreement is terminated in accordance with Article 9 hereof, except for any Adjustment Issuance or Closing Issuance, termination of the Holders Company's CEO and the Company's President (as to which they only received or are entitled to receive shares of Company Common Stock as part of the Residual Certificates Adjustment Issuances and no other consideration or compensation other than reimbursement of proper business expenses incurred in the normal course of business or other consideration paid in full prior to Closing consisting only of regular salary, vacation and sick pay amounts consistent with past practices which amounts were earned and related to actual time worked through the date of termination), and any termination of any license agreement of the Company or any termination of assignment by Company Parent or any of its Subsidiaries to Company of Intellectual Property Rights in contemplation of the transactions contemplated hereby (unless each as set forth on Schedule 3.24), the Special Tax Opinion specially provides that no REMIC-level tax Company and its Subsidiaries will result from not, and the transaction or activity in question):Company Parent will cause the Company and the Company's Subsidiaries to not, without the prior written consent of Parent: (i) make any change in the sale or Company Charter Documents other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC than pursuant to Section 10.02, or (D2(e) a purchase (but not a substitution) in accordance with Section 2.03of this Agreement; (ii) the acquisition issue any options, warrants, calls, rights, subscriptions, claims of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant character, agreements, obligations, convertible or exchangeable securities, or other commitments (contingent or otherwise) of any kind relating to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administratorits securities; (iii) the sale declare or pay any dividend, or declare or make any distribution in respect of its capital stock, or any direct or indirect redemption or purchase, or other disposition acquisition for value, of any investment in the Certificate Account or the Distribution Account at a gainshares of its capital stock; (iv) make any changes in the sale compensation payable or to become payable to any of its officers, directors, shareholders, employees, Affiliates, consultants or agents or to any other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investmentspersons providing services; (v) the withdrawal make any loans to any of its officers, directors, shareholders, employees, Affiliates, consultants, representatives, advisors or agents or made any change in its existing borrowing or lending arrangements for or on behalf of any amounts from such Persons, whether pursuant to any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC employee benefit plan or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Codeotherwise; (vi) the acceptance grant, issue, accelerate, pay, accrue or agree to pay or make any accrual or arrangement for payment of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Datesalary, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted bonus or other payments or benefits pursuant to Section 10.04(a)(A)to, or (D) adopt or amend, any other contribution approved new or existing plan contemplated by the Securities Administrator after consultation with tax counselSection 3.20(a); (vii) enter into any contract or commitment or incur or agree to incur any new Liability or make any capital expenditures, except (a) in the ordinary course of business consistent with past practice and (b) for any other Liability, in each case of (a) and (b) which shall be fully and completely discharged on or before Closing and any Liabilities to Parent, Newco or any other Parent Affiliate arising by virtue of this Agreement; (viii) sell, assign, lease or otherwise transfer or dispose of any assets, property or rights except in the case ordinary course of a Mortgage Loan that is a defaultbusiness consistent with past practices; (ix) purchase or acquire, or as agree to whichpurchase or acquire, any property, rights or assets except in the reasonable judgment ordinary course of business consistent with past practices except as contemplated hereby; (x) merge or consolidate or agree to merge or consolidate with or into any Servicerother Person; (xi) cancel or agree to cancel any indebtedness or other obligation owing to the Company, default is reasonably foreseeableor waive any rights or claims of the Company, provided that the Master Servicer Company may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice; (xii) amend in a manner adverse to the Company or terminate any agreement, License or other right of the Company without Parent's written consent, which consent shall not permit any modification of any material term of a Mortgage Loan be unreasonably withheld or delayed; (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or xiii) enter into any other term affecting transaction outside the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense ordinary course of the party seeking to modify Company's business other than this Agreement and the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposesimplementation hereof; or (xiv) agree to do any of the foregoing. (b) From the date hereof through and including the earlier of (x) the Closing Date and (y) the date this Agreement is terminated in accordance with Article 9 hereof, neither the Company, Company Parent nor Parent will take or omit to take any reasonable action which will cause Gemini to do any of the following, without the prior written consent of the other parties hereto, which shall not be unreasonably withheld: (i) make any change in Gemini's charter documents; (ii) issue any options, warrants, calls, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments (contingent or otherwise) of any kind relating to its securities; (iii) declare or pay any dividend, or declare or make any distribution in respect of its capital stock, or any direct or indirect redemption or purchase, or other acquisition for value, of any shares of its capital stock; (iv) make any changes in the compensation payable or to become payable to any of its officers, directors, shareholders, employees, Affiliates, consultants or agents or to any other persons providing services; (v) make any loans to any of its officers, directors, shareholders, employees, Affiliates, consultants, representatives, advisors or agents or made any change in its existing borrowing or lending arrangements for or on behalf of any such Persons, whether pursuant to any employee benefit plan or otherwise; (vi) grant, issue, accelerate, pay, accrue or agree to pay or make any accrual or arrangement for payment of salary, bonus or other payments or benefits pursuant to, or adopt or amend, any new or existing plan contemplated by Section 3.20(a); (vii) enter into any contract or commitment or incur or agree to incur any Liability or make any capital expenditures, except in the ordinary course of business consistent with past practice and, in any case, not individually or in the aggregate in excess of US$50,000; (viii) sell, assign, lease or otherwise transfer or dispose of any assets, property or rights except in the ordinary course of business consistent with past practices; (ix) purchase or acquire, or agree to purchase or acquire, any property, rights or assets except in the ordinary course of business consistent with past practices except as contemplated hereby; (x) merge or consolidate or agree to merge or consolidate with or into any other Person; (xi) cancel or agree to cancel any indebtedness or other obligation owing to Gemini, or waive any rights or claims of Gemini, provided that Gemini may negotiate and adjust bills and accounts in the course of good faith disputes with customers in a manner consistent with past practice; (xii) amend in a manner adverse to Gemini or terminate any agreement, License or other right of Gemini; (xiii) enter into any other transaction or activity that is not contemplated by outside the Trust Agreement. Any party causing the Trust ordinary course of Gemini's business; or (xiv) agree to engage in do any of the activities prohibited in this Section shall be liable for foregoing. (c) Prior to the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result earlier of the Trust engaging Closing Date or the date this Agreement is terminated in such activities and indemnify accordance with Article 9 hereof, neither Parent, Company Parent nor Company will take any action to sell, transfer or otherwise assign any of their respective interests in Gemini, or to encumber the Trust and same, or to agree to do any of the Master Servicer for such amountsforegoing, without the prior written consent of the other parties hereto.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of Neither the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Class R Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):Class R Certificates: (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans Underlying ABS except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B1) the bankruptcy or insolvency of any REMICthe REMIC Trust, or (C2) the termination of any the REMIC Trust pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03;Article VI hereof; ---------- (iib) the acquisition of any Mortgage Loans assets for the REMIC Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel (chosen and paid for by the Depositor) acceptable to the Securities AdministratorTrustee; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the REMIC Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase terminating purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 6.2 hereof; (3) a contribution to a reserve fund owned by ----------- the REMIC Trust that is made pro rata by the Holders of the Class R Certificates; or (D4) any other contribution approved by the Securities Administrator Trustee after consultation with tax counselcounsel (chosen and paid for by the Depositor); (viie) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer Trustee nor shall not permit any modification of any material term of a Mortgage Loan an Underlying ABS (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) Underlying ABS), unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanUnderlying ABS) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) any other transaction or activity that is not contemplated by this Agreement; (g) the sale or other disposition of any asset held in a reserve fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its reserve funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; (h) the withdrawal of any amounts from any reserve fund in the REMIC Trust Agreementexcept (A) for the distribution pro rata to the Holders of the Class R Certificates or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates or lower than expected returns on funds held in the Certificate Account, as provided under section 860G(a)(7) of the Code; or (i) the entering into of any arrangement by which the REMIC Trust will receive a fee or other compensation for services. Any party causing the REMIC Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the REMIC Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the REMIC Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the ServicersServicer, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee Certificates shall engage in, nor shall the Master Servicer permitpermit (to the extent within its control), any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three three-month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A10.04(a)(i), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided Between the date hereof and the Closing Date, the Contributor will not, without the prior written consent of Clarant, with respect to the Business: (a) enter into any contract or commitment on behalf of the Business or incur or agree to incur any liability or make any capital expenditure on behalf of the Business except if it is in the Trust AgreementOrdinary Course of Business (consistent with past practice) and involves an amount not in excess of $50,000; (b) create, none assume or permit to exist any Encumbrance upon any Acquired Asset, except (i) with respect to purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 necessary or desirable for the conduct of the DepositorBusiness, (ii) (1) liens for Taxes either not yet delinquent or being contested in good faith and by appropriate proceedings (and for which adequate reserves have been established and are being maintained) or (2) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the Ordinary Course of Business (the liens set forth in clause (ii) being referred to herein as "Statutory Liens"), or (iii) liens set forth on SCHEDULE 5.11 hereto; (c) sell, assign, lease or otherwise transfer or dispose of any Acquired Assets except in the Ordinary Course of Business; (d) waive any material right or claim of the Business, provided that the Contributor may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included on SCHEDULE 5.12 unless specifically listed thereon; (e) commit a material breach or materially amend or terminate any Material Contract to which the Contributor or any Subsidiary is a party or as to which it is a beneficiary; (f) enter into any other transaction on behalf of the Business outside the Ordinary Course of Business or prohibited hereunder; (g) except in the Ordinary Course of Business or as required by Law or contractual obligations or other understandings or arrangements existing on the date hereof, the TrusteeContributor will not (A) increase in any manner the base compensation of, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permitor enter into any new bonus or incentive agreement or arrangement with, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of employees engaged in the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage LoansBusiness, (B) the bankruptcy pay or insolvency of agree to pay any REMICadditional pension, retirement allowance or other employee benefit to any such employee, whether past or present or (C) the termination of enter into any REMIC pursuant to Section 10.02new employment, severance, consulting, or (D) a purchase (but not a substitution) in accordance other compensation agreement with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment existing employee engaged in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposesBusiness; or (viiih) make or change any Tax election, amend any Tax Return or take or omit to take any other transaction or activity action not in the Ordinary Course of Business and consistent with past practice that is not contemplated by would have the Trust Agreement. Any party causing effect of increasing any Taxes of Clarant for any Taxable Period ending after the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsClosing Date.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of neither the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.029.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or disposition would cause 30% or more of a REMIC’s 's income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A9.04(a)(A), or (D) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel;; or (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer Trustee shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, the Master Servicer Trustee shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer Trustee for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of Neither the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Class R Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):Class R Certificates: (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans Underlying Certificates except pursuant to (A1) a foreclosure or default with respect the repurchase of an Underlying Certificate pursuant to such Mortgage LoansSection 2.3 hereof, (B2) the bankruptcy or insolvency of any ----------- the Trust REMIC, or (C3) the termination of any the Trust REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03;Article ------- VI hereof; -- (iib) the acquisition of any Mortgage Loans assets for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust REMIC except the following cash contributions: (A1) a cash contribution received during the three three- month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase terminating purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 6.2 hereof; (3) a contribution to a reserve fund owned by ----------- the Trust REMIC that is made pro rata by the Holders of the Class R Certificates; or (D4) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel; (viie) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer Trustee nor shall not permit any modification of any material term of a Mortgage Loan an Underlying Certificate (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) Underlying Certificates), unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanUnderlying Certificate) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) any other transaction or activity that is not contemplated by this Agreement; (g) the sale or other disposition of any asset held in a reserve fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its reserve funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; (h) the withdrawal of any amounts from any reserve fund except (A) for the distribution pro rata to the Holders of the Class R Certificates or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates or lower than expected returns on funds held in the Certificate Account, as provided under section 860G(a)(7) of the Code; or (i) the entering into of any arrangement by which the Trust AgreementREMIC will receive a fee or other compensation for services. Any party causing the Trust REMIC to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust REMIC pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust REMIC engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or disposition would cause 30% [30]% or more of a REMIC’s 's income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the DepositorCompany, the TrusteeServicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.06 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in -95- 101 effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorServicer or (2) a substitution in accordance with Section 2.06 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made pro rata by the Holders of the Residual Certificates; or (D4) any other contribution approved by the Securities Administrator Servicer after consultation with tax counsel; (viie) except in the case of a Mortgage Loan an Asset that is a in default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, neither the Master Trustee nor the Servicer shall not permit any modification of any material term of a Mortgage Loan an Asset (including, but not limited to, the interest rate, the principal balance, the amortization scheduleschedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage LoanAsset) unless the Master Trustee and Servicer has have received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanAsset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) engage (in the case of the Company, the Servicer or the holders of the Residual Certificates) or knowingly engage (in the case of the Trustee) in any other transaction or activity that is not contemplated by inconsistent with the Pooling and Servicing Agreement; (g) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its Reserve Funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; or (h) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates or (B) to provide for the payment of Trust Agreementexpenses or amounts payable on the Certificates in the event of defaults or late payments on the related Assets or lower than expected returns on funds held in the Distribution Account, as provided under section 860G(a)(7) of the Code. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.activities. -96- 102 ARTICLE XI

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) Notwithstanding any other --------------------- provision of this Agreement, the Company and the Managing Member shall not, without the Consent of the Class A Member which Consent shall be in its sole and absolute discretion, be empowered or authorized as follows: (A) to invest more than twenty-five percent (25%) of the aggregate Capital Commitments of all Members (not including additional direct investments by Reckson) in (i) any one Investment or (ii) any one Platform (as determined by Managing Member and the Class A Member pursuant to Section ------- 3.02(b)); -------- (B) (i) with respect to any Investment (other than a Special Tax Opinion Leverage Excepted Investment), to incur indebtedness or cause or permit any applicable Investment Entity to issue any preferred equity which, together with indebtedness incurred and preferred equity issued in connection with all other Investments of the Company (other than a Leverage Excepted Investment), exceeds seventy-five (75%) (calculated as of the date of incurrence of such indebtedness or issuance of such preferred equity, as the case may be) of the Deemed Value of such Investments, and (ii) with respect to any Investment (other than a Leverage Excepted Investment), to incur indebtedness or cause or permit any applicable Investment Entity to issue any preferred equity which in the aggregate with existing indebtedness and outstanding preferred equity relating to such Investment exceeds eighty-five percent (85%) (calculated as of the date of incurrence of such indebtedness or issuance of such preferred equity, as the case may be) of the Deemed Value of such Investment as of such date; (C) to pay any expenses or to reimburse the Managing Member for any of its expenses incurred in connection with any potential investment for the Company not purchased by the Company if such investment is thereafter purchased by the Managing Member, any party advised by the Managing Member or any of their respective Affiliates; (D) except as specifically provided herein, to borrow money or enter into credit facilities or to guaranty the indebtedness of any other Person; (E) to take any actions in violation of the Securities Act or applicable state securities laws; (G) purchase from or sell assets to any Person who is an Affiliate of the Managing Member or Reckson without the approval of the Advisory Committee, or enter into any other transaction with any such Affiliate except in accordance with Section 7.04; ------------ (H) make any Investments in suburban office and industrial properties inside the New York metropolitan tri-state area without Reckson's prior written Consent; (I) make any Investment in suburban office and industrial properties outside the New York metropolitan tri-state area without providing Reckson an opportunity to make such Investment on the same terms and conditions on which the Company proposed to make such Investment, and Reckson must respond within 10 Business Days from the date the Company provides Reckson with Notice of such Investment as to whether it will exercise its right to pursue such Investment (and the failure to respond within such time period will result in the loss of such right); (J) return capital to any Class A Member at any time prior to the later of (a) the fourth (4th) anniversary of the date of this Agreement or (b) a Special Tax Consent from each the third (3rd) anniversary of the Holders date on which capital calls aggregating not less than $100,000,000 shall have been made on the Class A Members in accordance with the terms hereof (the "LOCK-OUT PERIOD"), provided, however, that the forgoing prohibition with respect to returns of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result capital shall not apply to such returns from the transaction or activity in question): (i) cash flows generated by the operations of an Investment, (ii) the sale or other disposition ofrefinancing of an Investment, or substitution for(iii) proceeds of casualty insurance or condemnation proceeds received in connection with an Investment; (K) to make, finance or refinance any Investment, or make any capital improvement or capital improvements constituting a single expenditure or related group of the Mortgage Loans except pursuant to (A) a foreclosure or default expenditures in excess of $1.5 million with respect to any particular Platform or $5 million with respect to all Platforms in the aggregate, if, on the date of acquisition, financing or refinancing or making of such Mortgage Loanscapital improvement, the weighted average Leverage Ratios of all Investments of the Company (Bother than the Leverage Excepted Investments) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02would exceed 90.625%, or if the Leverage Ratio for such Investment (Dother than the Leverage Excepted Investments) a purchase (but not a substitution) would exceed 95%; provided, however, that the Company may make capital improvements -------- ------- in accordance with Section 2.03excess of the foregoing limitations provided that the financing for such excess is made solely by Capital Contributions of the Managing Member; (iiL) purchase Derivatives other than typical hedging instruments such as interest rate caps and collars and other financial instruments relating to an Investment designed to protect the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning Company against adverse movements in currency and/or interest rates, but not intended to speculate on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable an uncovered basis with respect to the Securities Administratorforegoing or to trade in the foregoing; provided, however, that the Company shall not be prohibited from acquiring warrants to obtain common equity in any Investment Entity in which the Company has made an Investment, as additional consideration for making such Investment; (iiiM) the sale or other disposition of to make any investment Investments in operating companies primarily engaged in the Certificate Account or the Distribution Account at a gainbusiness of operating executive office suites; (ivN) to invest more than 25% of the sale or other disposition aggregate Capital Commitments of any asset held all Members in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more Investments of a REMIC’s income from such Reserve Fund for type other than those described in Section ------- 3.01(A) hereof, or to acquire any Investments other than as permitted under -------- Section 3.01(A) or 3.01(B) hereof, all of which are subject to the taxable year to consist provisions --------------- ------- of a gain from the sale or disposition of Short-Term Reserve Fund Investments;this Section 3.03; and ------------ (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (BO) to provide for the payment of Trust expenses or amounts payable on the Certificates hold any short-term investments, other than as described in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(73.02(a)(L) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreementhereof. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.------------------

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the Depositor, the TrusteeMaster Servicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.05 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorMaster Servicer or (2) a substitution in accordance with Section 2.05 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made pro rata by the Holders of the Residual Certificates; or (D4) any other contribution approved by the Securities Administrator Master Servicer after consultation with tax counsel; (viie) except in the case of a Mortgage Loan an Asset that is a in default, or as to which, in the reasonable judgment of any the Master Servicer, default is reasonably foreseeable, neither the Trustee nor the Master Servicer shall not permit any modification of any material term of a Mortgage Loan an Asset (including, but not limited to, the interest rate, the principal balance, the amortization scheduleschedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage LoanAsset) unless the Trustee and Master Servicer has have received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanAsset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) any other transaction or activity that is not contemplated by the Pooling and Servicing Agreement; (g) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its Reserve Funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; or (h) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates or (B) to provide for the payment of Trust Agreementexpenses or amounts payable on the Certificates in the event of defaults or late payments on the related Assets or lower than expected returns on funds held in the Distribution Account, as provided under section 860G(a)(7) of the Code. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the Depositor, the TrusteeMaster Servicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.05 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorMaster Servicer or (2) a substitution in accordance with Section 2.05 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (ivd) the acceptance of any contribution to the Trust except the following cash contributions: (1) a cash contribution received during the three-month period beginning on the Closing Date; (2) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made pro rata by the Holders of the Residual Certificates; or (4) any other contribution approved by the Master Servicer after consultation with tax counsel; (e) except in the case of an Asset that is in default, or as to which, in the reasonable judgment of the Master Servicer, default is reasonably foreseeable, neither the Trustee nor the Master Servicer shall permit any modification of any material term of an Asset (including, but not limited to, the interest rate, the principal balance, the amortization schedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Asset) unless the Trustee and Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to modify the Asset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; (f) any other transaction or activity that is not contemplated by the Pooling and Servicing Agreement; (g) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a related REMIC’s income from such all of its Reserve Fund Funds for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments;; or (vh) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans related Assets or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of neither the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except Without limiting the generality of Section 6.1, except as otherwise provided in the Trust or specifically contemplated by this Agreement or any Ancillary Agreement, none as set forth in Section 6.1 of the DepositorDisclosure Letter, as consented to by Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) or as required by Law or the terms of any Material Contract or Lease, or as relates solely to any Excluded Assets or Excluded Liabilities, the TrusteeVendors will not and will not permit their Subsidiaries to, and Parent shall not and shall cause the Securities AdministratorVendors not to, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, do any of the following transactions or activities unless it has received with respect to the Business: (a) sell, transfer or otherwise dispose of any assets, except for (i) assets which are obsolete, (ii) assets having a Special Tax Opinion and value, individually or in the aggregate, not exceeding $2,000,000, or (iii) Inventory disposed of in the Ordinary Course; (b) a Special Tax Consent from each other than in accordance with the budget set forth in Section 6.2(b) of the Holders Disclosure Letter, make any commitment for any capital expenditure which forms or will form part of the Residual Certificates Assumed Liabilities, which individually or in the aggregate, exceeds $3,000,000; (unless c) other than in the Special Tax Opinion specially provides Ordinary Course, increase in any material respect the number of Employees, grant or promise any material general increase in the rate of wages, salaries, bonuses, pension entitlements or other remuneration of Employees or make or promise any additional material bonus, profit sharing, retirement benefits or other incentive payment or distribution to any Employee; (d) other than in the Ordinary Course, enter into or materially amend any written employment agreement (excluding employment agreements arising as a matter of law) (it being agreed that no REMIC-level tax will result from the transaction Vendors shall use commercially reasonable efforts to give Purchaser reasonable advance notice of, and to consult with Purchaser regarding, any new written employment agreements involving annual compensation of $150,000 or activity more, or material amendments of such agreements that would reasonably be expected to materially increase the obligations of Purchaser following the Effective Time); (e) other than in question):the Ordinary Course, enter into or materially amend a collective agreement applicable to any of the Employees (it being agreed that the Vendors shall use commercially reasonable efforts to give Purchaser reasonable advance notice of, and to consult with Purchaser regarding, any such new collective agreements or material amendments that would reasonably be expected to materially increase the obligations of Purchaser following the Effective Time); (f) other than in the Ordinary Course, write off as uncollectible any Accounts Receivable, which individually or in the aggregate is in excess of $2,000,000; (g) other than in the Ordinary Course, terminate (other than for cause), enter into, renew or amend any Material Contracts (it being agreed that the Vendors shall use commercially reasonable efforts to give Purchaser reasonable advance notice of, and to consult with Purchaser regarding, any such termination, new Material Contract or renewal or amendment that would reasonably be expected to materially increase the obligations of Purchaser following the Effective Time); (h) other than in the Ordinary Course, enter into, renew or extend the term of, or waive or terminate any option or right to enter into, renew or extend the term any Lease (it being agreed that the Vendors shall use commercially reasonable efforts to give Purchaser reasonable advance notice of, and to consult with Purchaser regarding, any such termination, new Lease or renewal, extension, waiver or amendment that would reasonably be expected to materially increase the obligations of Purchaser following the Effective Time); (i) the sale cancel or other disposition of, or substitution for, materially reduce any of its insurance coverage; (j) other than in the Mortgage Loans except pursuant to (A) a foreclosure Ordinary Course or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC as otherwise permitted pursuant to Section 10.026.2(c), enter into any material Employee Plan or any renewal, amendment, modification or termination thereof (D) a purchase (but not a substitution) in accordance it being agreed that the Vendors shall use commercially reasonable efforts to give Purchaser reasonable advance notice of, and to consult with Section 2.03Purchaser regarding, any such new material Employee Plan or material amendments that would reasonably be expected to materially increase the obligations of Purchaser following the Effective Time); (iik) other than in the acquisition Ordinary Course, enter into any compromise or settlement of any Mortgage Loans for material litigation, material proceeding or material governmental investigation (it being agreed that the Trust after Vendors shall use commercially reasonable efforts to give Purchaser reasonable advance notice of, and to consult with Purchaser regarding, any such compromises or settlements that would reasonably be expected to materially increase the Closing Date except during obligations of Purchaser following the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorEffective Time); (iiil) undertake the sale or other disposition collection of any investment Account Receivable other than in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A)Ordinary Course, or (D) offer any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable incentive for the payment of any tax and Account Receivable prior to the Closing Date or delay payment of payables other than in the Ordinary Course; (m) undertake any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) corporate restructuring or 860G(d) as reorganization that involves a result change of jurisdiction or corporate structure of any of the Trust engaging Vendors other than the ULC Conversion; or (n) agree, whether or not in such activities and indemnify writing, to do any of the Trust and the Master Servicer for such amountsforegoing.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the [Delaware] Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the [Delaware] Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% [30]% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided in Since the Trust Agreement, none of Executive’s services to MFA are essential and because the DepositorExecutive has access to MFA’s Confidential Information, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion Executive covenants and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):agrees that: (i) in the sale event of the termination of the Executive’s employment with MFA, the Executive will not, without the prior written consent of MFA, manage, operate, control or be connected as a stockholder (other disposition ofthan as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company engaged in any element of the Business), or substitution forpartner with, any of the Mortgage Loans except pursuant to or as an officer, director, employee or consultant with, (A) any entity or person (other than a foreclosure or default with respect to such Mortgage Loans, mortgage REIT described in clause (B) below) engaged in any element of the bankruptcy Business, including any private or insolvency public investment firm or broker dealer whose business strategy is based on or who engages in the trading, sales, investment or management of any REMICmortgage-backed securities, (C) the for a period of five months following termination of any REMIC pursuant to Section 10.02his employment with MFA, or (DB) any mortgage REIT for a purchase period of six months following termination of his employment with MFA; provided, however, in the event that either (but x) the Executive continues as Chairman of the Board past December 31, 2012 and voluntarily resigns as Chairman of the Board of Directors prior to the date of the Company's 2013 annual meeting or (y) the Executive remains the Chairman of the Board of Directors through the date of the Company's 2013 annual meeting, the restrictions set forth in clauses (A) and (B) shall extend for an additional five months, and six months, respectively, following the date of such voluntary resignation in the case of clause (x) or following the date of such annual meeting in the case of clause (y), as applicable. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing services to or otherwise be associated with a subsidiary, division or affiliate of an entity or person that is engaged in the Business so long as (x) the Executive’s services are not a substitutionprovided, directly or indirectly, within the division, subsidiary or business unit of the entity that engages in the Business, and the Executive has no responsibilities regarding the Business and (y) in accordance the Executive shall provide the Company with Section 2.03;advance written notice of his entering any such service relationship and shall notify the Executive’s then-current employer (or other entity to which the Executive provides services) of the Executive’s obligations under this Agreement. (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the threeTerm of Employment, and during the one-month year period beginning following the termination of the Executive’s employment with MFA for any reason, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on the Closing Date pursuant to a fixed price contract behalf of another entity as owner, partner, agent, employee, consultant, or in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or any other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except capacity), (A) for the distribution pro rata solicit, encourage, or engage in any activity to the Holders induce any employee of the Residual Certificates representing ownership of the residual interest in the related REMIC MFA to terminate employment with MFA, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any activity intentionally to interfere with, disrupt or damage the Business of the activities prohibited in this Section shall be liable for the payment MFA, or its relationships with any client, supplier or other business relationship of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsMFA.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor shall the Trustee shall Master Servicer engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-REMIC level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-three month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Short Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Short Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-90 day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the Depositor, the TrusteeMaster Servicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.05 -62- 67 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorMaster Servicer or (2) a substitution in accordance with Section 2.05 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made pro rata by the Holders of the Residual Certificates; or (D4) any other contribution approved by the Securities Administrator Master Servicer after consultation with tax counsel; (viie) except in the case of a Mortgage Loan an Asset that is a in default, or as to which, in the reasonable judgment of any the Master Servicer, default is reasonably foreseeable, neither the Trustee nor the Master Servicer shall not permit any modification of any material term of a Mortgage Loan an Asset (including, but not limited to, the interest rate, the principal balance, the amortization scheduleschedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage LoanAsset) unless the Trustee and Master Servicer has have received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanAsset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or; (viiif) any other transaction or activity that is not contemplated by the Pooling and Servicing Agreement; (g) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a "Short-Term Reserve Fund Investment") if such sale or disposition would cause 30% or more of a related REMIC's income from all of its Reserve Funds for the taxable year to consist of gain from the sale or disposition of Short-Term Reserve Fund Investments; or (h) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates or (B) to provide for the payment of Trust Agreementexpenses or amounts payable on the Certificates in the event of defaults or late payments on the related Assets or lower than expected returns on funds held in the Distribution Account, as provided under section 860G(a)(7) of the Code. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountsactivities.

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of the Depositor, the Trustee, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor shall the Trustee shall Master Servicer engage in, nor shall the Master Servicer Trustee or the Securities Administrator permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administrator; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Servicer, Trustee and Securities Administrator has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer and the Trustee for such amounts.

Prohibited Activities. Except From the date hereof and until the Effective Time, without the prior written consent of ARS or unless as required or expressly permitted by this Agreement, the Company will not, and will not permit any Company Subsidiary to: (a) make any change in its Charter Documents; (b) issue any of its Capital Stock or issue or otherwise create any of its Derivative Securities; (c) make any Restricted Payment (other than as provided in Schedule 6.04); (d) make any investments (other than Permitted Investments) in the Trust AgreementCapital Stock, none Derivative Securities or Indebtedness of any Person; (e) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures in a single transaction or a series of related transactions involving an aggregate amount of more than $25,000 otherwise than in the Depositorordinary course of its business and consistent with its past practice; (f) increase or commit or promise to increase the Cash Compensation payable or to become payable to any officer, the Trusteedirector, the Securities Administratorstockholder, the Servicersemployee or agent, the Master Servicer nor the Holders consultant or independent contractor of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer permit, any of the following transactions Company and the Company Subsidiaries or activities unless it has received make any discretionary bonus or management fee payment to any such Person, except bonuses or salary increases to employees (aother than the Stockholders or their Immediate Family Members) a Special Tax Opinion at the times and in the amounts consistent with its past practice; (bg) a Special Tax Consent from each create, assume or permit to be created or imposed any Liens (other than Permitted Liens) upon any of its assets or properties, whether now owned or hereafter acquired, except for purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 and necessary or desirable for the conduct of the Holders business of any of the Residual Certificates Company and the Company Subsidiaries; (unless h) (i) adopt, establish, amend or terminate any ERISA Employee Benefit Plan, or any Other Compensation Plan or Employee Policies and Procedures or (ii) take any discretionary action, or omit to take any contractually required action, if that action or omission could either (A) deplete the Special Tax Opinion specially provides that no REMIC-level tax will result from assets of any ERISA Employee Benefit Plan or any Other Compensation Plan or (B) increase the transaction liabilities or activity in question):obligations under any such plan; (i) the sale sell, assign, lease or other disposition of, otherwise transfer or substitution for, dispose of any of its owned or leased property or equipment otherwise than in the Mortgage Loans except pursuant to (A) a foreclosure or default ordinary course of its business and consistent with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03its past practice; (iij) negotiate for the acquisition of any Mortgage Loans for business or the Trust after the Closing Date except during the threestart-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities Administratorup of any new business; (iiik) the sale merge, consolidate or effect a share exchange with, or agree to merge, consolidate or effect a share exchange with, any other disposition of any investment in the Certificate Account or the Distribution Account at a gainEntity; (ivl) waive any of its material rights or claims, provided that it may negotiate and adjust bills in the sale or other disposition course of any asset held good faith disputes with customers in a Reserve Fund for a period manner consistent with past practice, but such adjustments will not be deemed to be included in Section 4.17 of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from Disclosure Statement unless specifically listed in the sale or disposition of Short-Term Reserve Fund InvestmentsSupplemental Information; (vm) the withdrawal commit a material breach of or amend or terminate any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders Material Agreement of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), or (D) any other contribution approved by the Securities Administrator after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any Servicer, default is reasonably foreseeable, the Master Servicer shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, Company or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposesits Governmental Approvals; or (viiin) enter into any other transaction (i) outside the ordinary course of its business and consistent with its past practice or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities (ii) prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amountshereby.

Prohibited Activities. Except as otherwise provided elsewhere in the Trust Pooling and Servicing Agreement, none of neither the DepositorCompany, the TrusteeServicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a1) a Special Tax Opinion and (b2) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (ia) the sale or other disposition of, or substitution for, any of the Mortgage Loans underlying Assets except pursuant to (A1) a foreclosure or default with respect to such Mortgage Loansan Asset, (B2) a purchase or repurchase pursuant to Section 2.06 hereof, (3) the bankruptcy or insolvency of any related REMIC, or (C4) the termination of any related REMIC pursuant to Section 10.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03Article IX hereof; (iib) the acquisition of any Mortgage Loans Assets for the Trust after the related Closing Date except (1) during the three-month period beginning on the Closing Date pursuant to a fixed fixed-price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorServicer or (2) a substitution in accordance with Section 2.06 hereof; (iiic) the sale or other disposition of any investment in the Certificate Account or the Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “Short-Term Reserve Fund Investment”) if such sale or disposition would cause 30% or more of a REMIC’s income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the Distribution Account, as provided under Section 860G(a)(7) of the Code; (vid) the acceptance of any contribution to the Trust except the following cash contributions: (A1) a cash contribution received during the three three-month period beginning on the Closing Date, ; (B2) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC, (C) a cash contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A), 9.02(a)(1) hereof; (3) a contribution to a Reserve Fund owned by a related REMIC that is made pro rata by the Holders of the Residual Certificates; or (D4) any other contribution approved by the Securities Administrator Servicer after consultation with tax counsel; (viie) except in the case of a Mortgage Loan an Asset that is a in default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, neither the Master Trustee nor the Servicer shall not permit any modification of any material term of a Mortgage Loan an Asset (including, but not limited to, the interest rate, the principal balance, the amortization scheduleschedule (except as provided in the Pooling and Servicing Agreement), the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage LoanAsset) unless the Master Trustee and Servicer has have received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage LoanAsset) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.;

Prohibited Activities. Except as otherwise provided in the Trust Agreement, none of neither the Depositor, the TrusteeServicer, the Securities Administrator, the Servicers, the Master Servicer nor the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Master Servicer Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question): (i) the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 10.029.02, or (D) a purchase (but not a substitution) in accordance with Section 2.03; (ii) the acquisition of any Mortgage Loans for the Trust after the Closing Date except during the three-month period beginning on the Closing Date pursuant to a fixed price contract in effect on the Closing Date that has been reviewed and approved by tax counsel acceptable to the Securities AdministratorTrustee; (iii) the sale or other disposition of any investment in the Certificate Account or the REMIC I Distribution Account at a gain; (iv) the sale or other disposition of any asset held in a Reserve Fund for a period of less than three months (a “"Short-Term Reserve Fund Investment”") if such sale or disposition would cause 30% or more of a REMIC’s 's income from such Reserve Fund for the taxable year to consist of a gain from the sale or disposition of Short-Term Reserve Fund Investments; (v) the withdrawal of any amounts from any Reserve Fund except (A) for the distribution pro rata to the Holders of the Residual Certificates representing ownership of the residual interest in the related REMIC or (B) to provide for the payment of Trust expenses or amounts payable on the Certificates in the event of defaults or late payments on the Mortgage Loans or lower than expected returns on funds held in the Certificate Account or the REMIC I Distribution Account, as provided under Section 860G(a)(7) of the Code; (vi) the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates representing ownership of the residual interest in the related REMICCertificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 10.04(a)(A9.04(a)(A), or (D) any other contribution approved by the Securities Administrator Trustee after consultation with tax counsel; (vii) except in the case of a Mortgage Loan that is a default, or as to which, in the reasonable judgment of any the Servicer, default is reasonably foreseeable, the Master Servicer Trustee shall not permit any modification of any material term of a Mortgage Loan (including, but not limited to, the interest rate, the principal balance, the amortization schedule, the remaining term to maturity, or any other term affecting the amount or timing of payments on the Mortgage Loan) unless the Master Servicer Trustee has received an Opinion of Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the effect that such modification would not be treated as giving rise to a new debt instrument for REMIC purposes; or (viii) any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax and any associated cost imposed on the Trust pursuant to Code Section section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities and indemnify the Trust and the Master Servicer for such amounts.