Common use of Prohibited Transactions and Activities Clause in Contracts

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentCertificate Administrator, the Custodian, the Master Servicer nor or the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in contemplated by Article II hereof, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" ” or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund and the Companion Loan Holders, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Whole Loan at a time when the Whole Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services not contemplated herein, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash 244 contribution during the three (3-) month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Trust Interests as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the CertificatesTrust Interests, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or adversely affect adversely the status of any REMIC Pool the Regular Certificates as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentCertificate Administrator, the Master Servicer nor or the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in contemplated by Article II hereof, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" ” or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan at a time when the Mortgage Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than the Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the three (3-) month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Trust Interests as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the CertificatesTrust Interests, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the three (3-) month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer or the Trustee shall sell, the Master Servicer nor the Special Servicer shall permit the saledispose of, disposition or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)or Section 3.10 of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor or acquire any assets for the Trustany REMIC, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Distribution Account, or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such action) to the effect that such sale, disposition, acquisition, substitutionsubstitution or acceptance) acceptable to the Certificate Insurer that such sale, disposition, acquisition, substitution or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or ), (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC ProvisionsProvisions or (e) disqualify the Trust from being a qualifying special purpose entity under generally accepted accounting principles.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer or the Trustee shall sell, the Master Servicer nor the Special Servicer shall permit the saledispose of, disposition or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Servicer pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the The Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan at a time when the Mortgage Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services not contemplated herein, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer Servicers nor the Special Servicer Servicers shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Accounts or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust and the Companion Loan Holders, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Whole Loan at a time when the Whole Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services not contemplated herein, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it the Trustee and any NIMS Insurer has received an Opinion of Counsel addressed to the Trustee (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to any tax including a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentCertificate Administrator, the Custodian, the Master Servicer nor or the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in contemplated by Article II hereof, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a 374 REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" ” or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentDepositor, the Master Servicer nor or the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Master Servicer pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Trust REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)Sections 2.06(b) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to Sections 2.06(b) or Distribution Account for gain3.03), nor accept any contributions to any the Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the Trust REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, Class A Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any the Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer Servicers nor the Special Servicer Servicers shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Accounts or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentDepositor, the Master Servicer nor or the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Master Servicer pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a Material Breach or a Material Document Defect or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any 212 the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than REO Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying Agent, the Master Servicer nor or the Special Servicer shall shall, to the extent within its control, permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure foreclosure, default or imminent default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool Pools in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to by any Seller, as contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofherein, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such sale, disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Certificates or the Component Interests of the Class X Certificates, other than as the Residual Certificatescase may be, as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has and the NIMs Insurer have received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeDepositor, the Paying Agent, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash with respect to any contribution during pursuant to Section 860G(d)(2) of the 3-month period beginning on Code) to either REMIC after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, substitution or contribution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely cause either the status of any Lower-Tier REMIC Pool or the Upper-Tier REMIC to fail to qualify as a REMIC or adversely affect the status of the REMIC Certificates, other than the Residual Certificates, Regular Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC 211 (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentDepositor, the Master Servicer nor or the Special Servicer Trustee shall permit (except as otherwise expressly permitted under the saleterms of this Agreement) (1) sell, disposition dispose of or substitution of substitute for any of the Mortgage Loans (except in a disposition pursuant to connection with (i) the foreclosure or default of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) 1, REMIC 2, REMIC 3 or REMIC 4 pursuant to Article IX of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereofof this Agreement or (v) a purchase of defective or defaulted Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the TrustTrust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), except as provided in Article II hereof, nor (2) sell or dispose of any investments in the Certificate Custodial Account or Distribution the Certificate Account for gain, nor (3) accept any contributions to any REMIC Pool the REMICs after the Closing Date (other than a cash contribution during the 3-month period beginning on the Startup DayQualified Substitute Mortgage Loan delivered in accordance with Section 2.04), in each case, unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the Person requesting party seeking to cause such action) to the effect that such sale, disposition, acquisition, substitution, acquisition or acceptance contribution, but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (Aa) affect adversely the status of any REMIC Pool 1, REMIC 2, REMIC 3 or REMIC 4 as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) REMICs or (Db) cause any REMIC Pool the Trust Fund to be subject to a tax on "“prohibited transactions" ” or "prohibited “contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer Issuer nor the Special Servicer Indenture Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Issuer, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in an optional redemption pursuant to Section 860F(a)(4) 8.02 of the CodeServicing Agreement, or (iv) a substitution of a Qualifying Substitute Mortgage Loan pursuant to Article II hereof)Section 3.04 of the Sale and Servicing Agreement or (v) a repurchase of Mortgage Loans pursuant to Section 3.04 of the Sale and Servicing Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Payment Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual CertificatesClass G, Class R or Class R-X Certificates as the regular interests therein, (Bb) affect the distribution payment of interest or principal on the CertificatesNotes, (Cc) result in the encumbrance of the assets transferred or assigned pledged to any REMIC Pool the Indenture Trustee (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying AgentDepositor, the Master Servicer nor or the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)or Section 3.10 of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor or acquire any assets for the Trustany REMIC, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Distribution Account, or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such action) to the effect that such sale, disposition, acquisition, substitutionsubstitution or acceptance) acceptable to the Certificate Insurer that such sale, disposition, acquisition, substitution or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or ), (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC ProvisionsProvisions or (e) disqualify the Trust from being a qualifying special purpose entity under generally accepted accounting principles.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Servicer, the Special Servicer Securities Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Issuing Entity, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Issuing Entity (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to any tax including a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the applicable Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the a Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Trust REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)Sections 2.06(b) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to Sections 2.06(b) or Distribution Account for gain3.03), nor accept any contributions to any the Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the Trust REMIC Pool as a REMIC or of the REMIC Certificates, other than Class A Certificates and the Residual Certificates, Class X Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any the Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentOcwen, the Master Servicer nor Servicer, the Special Servicer Trust Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer Servicer, the Trustee nor the Special Servicer Trust Administrator shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) adversely affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Securities Administrator or the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the NIMS Insurer and the Depositor pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any either REMIC Pool, (iii) the termination of any either REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any either REMIC Pool as a REMIC or of the REMIC Certificates, other than I Regular Interests or the Residual Certificates, REMIC Regular Certificates as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any either REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any either REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer Servicers nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Accounts or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer or the Trustee shall sell, the Master Servicer nor the Special Servicer shall permit the saledispose of, disposition or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase pursuant to Section 3.32, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the a Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default 280 with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3-three month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Trust Interests as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the CertificatesTrust Interests, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, Trustee nor the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor 259 receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the three (3-) month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or adversely affect adversely the status of any REMIC Pool the Regular Certificates as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the 235 provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither Subject to the Trusteeprovisions of Article II, neither the Paying Agent, the Master Servicer Trustee nor the Special Servicer shall permit the sale, disposition or substitution of any a Mortgage Note or the substitution of the Mortgage Loans a property for a Mortgaged Property (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the REMIC I or REMIC II or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool I or REMIC II in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article REMIC I or REMIC II hereof(other than REO), nor sell or dispose of any investments in the Certificate Account or Distribution Account Accounts for gain, nor accept any contributions to any the REMIC Pool I or REMIC II (other than a cash contribution during the 3-month period beginning on the Startup Dayexcept as contemplated by Section 4.2), unless it has received an a Nondisqualification Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the REMIC Pool I or REMIC II as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the REMIC Pool I or REMIC II (except pursuant to the provisions of this Agreement) or (Dd) cause any the REMIC Pool I or REMIC II to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeDepositor, the Paying Agent, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions (other than with respect to any contribution pursuant to Section 860G(d)(2) of the Code) to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, substitution or contribution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Servicer, the Special Servicer Securities Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase pursuant to Section 3.34, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the a Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither Subject to the Trusteeprovisions of Article II, neither the Paying Agent, Trustee nor the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any a Mortgage Note or the substitution of the Mortgage Loans a property for a Mortgaged Property (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the REMIC I or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool I in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofREMIC I (other than REO), nor sell or dispose of any investments in the Certificate Account or Distribution Account Accounts for gain, nor accept any contributions to any the REMIC Pool I (other than a cash contribution during the 3-month period beginning on the Startup Dayexcept as contemplated by Section 4.2), unless it has received an (x) a Nondisqualification Opinion of Counsel (at the expense of the Person requesting the Trustee or the Master Servicer to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, ; (B) affect the distribution of interest or principal on the Certificates, (Cb) result in the encumbrance of the assets transferred or assigned to any the REMIC Pool I (except pursuant to the provisions of this Agreement) or (Dc) cause any the REMIC Pool I to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC ProvisionsProvisions and (y) (i) as to any sale or disposition of a Mortgage Note, a statement in writing by the Master Servicer 160 167 delivered to the Trustee setting forth the analysis described in Section 3.7 hereof and stating the Master Servicer's conclusion that the aggregate distribution of interest and principal on the Certificates will not be reduced by such sale or disposition or (ii) as to any other described transaction, a statement delivered the Trustee by the party requesting such transaction that the transaction will not reduce the aggregate disposition of interest or principal on the Certificates.

Prohibited Transactions and Activities. Neither the Trustee, Trustee nor the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Securities Administrator or the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Depositor pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Class R-1 or Class R-2 Certificates, as applicable, and as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3-three month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Trust Interests as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the CertificatesTrust Interests, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.. 276

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Securities Administrator or the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Depositor pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.. 158

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Accounts or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any the REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) holding such Mortgage Loan pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool after the Closing Date (other than a cash contribution during than, if applicable, any contributions from the 3-month period beginning on the Startup DayFunding Account as provided in Section 5.06 hereof), unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such action) to the effect sale, disposition, or substitution), that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither Subject to the Trusteeprovisions of Article II and Section 3.1(d), neither the Paying Agent, Trustee nor the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans Note or the substitution of a property for a Mortgage Property (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Upper-Tier REMIC or the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Upper-Tier REMIC Pool or the Lower-Tier REMIC in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofUpper-Tier REMIC or the Lower-Tier REMIC (other than REO), nor sell or dispose of any investments in the Certificate Account or Distribution Account Accounts for gain, nor accept any contributions to any the Upper-Tier REMIC Pool (other than a cash contribution during or the 3Lower-month period beginning on the Startup Day)Tier REMIC, unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the Upper- Tier REMIC Pool or the Lower-Tier REMIC as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Upper-Tier REMIC Pool or the Lower-Tier REMIC (except pursuant to the provisions of this Agreement) or (Dd) cause any the Upper-Tier REMIC Pool or the Lower-Tier REMIC to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer Trustee shall permit the sale, disposition or substitution of any of the Mortgage Loans Loan or the substitution of a property for a Mortgaged Property (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loanthe Trust REMIC, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iviii) Section 3.10 hereof with respect to a substitution pursuant to Article II hereof), Defaulted Mortgage Loan) nor acquire any assets for the TrustTrust REMIC (other than Foreclosed Property), except as provided in Article II hereof, nor or sell or dispose of any investments in the Certificate Distribution Account or Distribution the Certificate Account for gain, nor accept any contributions to any the Trust REMIC Pool (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received been supplied with an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the Trust REMIC Pool as a REMIC or the status of the REMIC Certificates, other than portion of the Residual Certificates, Trust Fund holding the right to receive Default Interest as the regular interests thereina grantor trust, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any the Trust REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) the exercise of the Class 1-A Call Option or the Class 2-A Call Option, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any the REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3-three month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will shall not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeSponsor, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.. 127

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund and any Companion Loan Holders, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Whole Loan at a time when the Whole Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services not contemplated herein, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Servicer, the Special Servicer Securities Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Issuing Entity, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the 117 encumbrance of the assets transferred or assigned to any REMIC Pool the Issuing Entity (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to any tax including a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer or the Trustee shall sell, the Master Servicer nor the Special Servicer shall permit the saledispose of, disposition or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Servicer pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the a Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or adversely affect adversely the status of any REMIC Pool the Regular Certificates as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.. 240

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying Agent, the Master Servicer nor or the Special Servicer shall shall, to the extent within its control, permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure foreclosure, default or imminent default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool Pools in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to by any Seller, as contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofherein, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such sale, disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Certificates or the Component Interests of the Class X Certificates, other than as the Residual Certificatescase may be, as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.. 185

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer Depositor nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions. The Trustee shall not consent to any modification of any material term of any Mortgage Loan unless it has received an Opinion of Counsel (at the expense of the party requesting such modification) to the effect that such modification would not cause the Trust Fund to fail to qualify as a REMIC or result in the imposition of any tax under Section 860(F)(a) or Section 860(G)(d) of the Code.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC CertificatesI Regular Interests, other than the Residual CertificatesREMIC II Regular Interests or REMIC III Regular Interests, as applicable, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)or Section 3.10 of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gainAccount, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such action) to the effect that such sale, disposition, acquisition, substitutionsubstitition or acceptance) acceptable to the Certificate Insurer that such sale, disposition, acquisition, substitution or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or ), (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC ProvisionsProvisions or (e) disqualify the Trust from being a qualifying special purpose entity under generally accepted accounting principles.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC III Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any Trust REMIC Pool, or (iiiii) the termination of any Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)SECTIONS 2.06(B) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell any Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to SECTIONS 2.06(B) or Distribution Account for gain3.03), nor accept any contributions to any Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any Trust REMIC Pool as a REMIC or of the REMIC CertificatesI Regular Interests, other than the Residual CertificatesREMIC II Regular Interests, the REMIC III Regular Interests or the REMIC IV Regular Interests represented by the Class A Certificates and the Class X Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any the REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) holding such Mortgage Loan pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool after the Closing Date (other than a cash contribution during than, if applicable, any contributions from the 3-month period beginning on the Startup DayFunding Account as provided in Section 5.06 hereof), unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such action) sale, disposition, or substitution), a copy of which shall be provided to the effect any NIMS Insurer, that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying Agent, the Master Servicer nor or the Special Servicer shall shall, to the extent within its control, permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure foreclosure, default or imminent default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool Pools in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to by any Seller, as contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofherein, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such sale, disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Certificates or the Component Interests of the Class X Certificates, other than as the Residual Certificatescase may be, as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.156

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer -------------------------------------- Depositor nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions. The Trustee shall not consent to any modification of any material term of any Mortgage Loan unless it has received an Opinion of Counsel (at the expense of the party requesting such modification) to the effect that such modification would not cause the Trust Fund to fail to qualify as a REMIC or result in the imposition of any tax under Section 860(F)(a) or Section 860(G)(d) of the Code.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Trust REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)Sections2.06(b) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to Sections2.06(b) or Distribution Account for gain3.03), nor accept any contributions to any the Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the Trust REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, Class A Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any the Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel Counsel, addressed to the Trustee and the NIMS Insurer (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.. 137

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.. Back to Contents

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentIssuer, the Master Servicer nor the Special Servicer Manager acting on behalf of the Issuer shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Estate, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Indenture, or (iv) a substitution of a Replacement Mortgage Loan for a Mortgage Loan or (v) a purchase of a Mortgage Loan pursuant to Article II hereof)Section 8.04 or Section 8.05 of this Indenture, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any the REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it the Trustee has received an Opinion of Counsel (at the expense of the Person requesting party causing such actiondisposition, acquisition, substitution, or acceptance) to the effect that such disposition, acquisition, substitution, or acceptance will shall not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Bonds other than the Residual Certificates, Class A-R Bonds as the regular interests therein, (Bb) affect adversely the distribution payment of interest or principal on the CertificatesBonds, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool constituting the Trust Estate (except pursuant to the provisions of this AgreementIndenture) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell or dispose of any investments in the Certificate Account Accounts or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" ” or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Trust REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Trust REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofTrust REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any the Trust REMIC Pool (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any the Trust REMIC Pool as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Regular Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Trust REMIC Pool (except pursuant to the provisions of this Agreement) ), or (Dd) cause any the Trust REMIC Pool to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any Trust REMIC Pool, or (iiiii) the termination of any Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)Sections 2.06(b) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell any Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to Sections 2.06(b) or Distribution Account for gain3.03), nor accept any contributions to any Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any Trust REMIC Pool as a REMIC or of the REMIC CertificatesI Regular Interests, other than the Residual Certificates, REMIC II Regular Interests or the REMIC III Regular Interests represented by the Class A Certificates and the Class X Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has and the Guarantor have received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicers, the Master Servicer nor Servicer, the Special Servicer Securities Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase pursuant to Section 3.34, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the a Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) the exercise of the Pool 1 Call Option or the Pool 2 Call Option, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any the REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer, the Master Servicer nor Servicer, the Special Servicer Trust Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) created hereunder pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool created hereunder as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool created hereunder to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer Servicers nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, or (vii) the exercise of the Class 2-A1 Call Option or the Class 3-A1 Call Option, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any the REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer or the Trustee shall sell, the Master Servicer nor the Special Servicer shall permit the saledispose of, disposition or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional purchase by the Servicer pursuant to Section 3.16 of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it such party and the NIMS Insurer has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Class R or Class R-X Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Trustee, the Paying Agent, the Master Servicer nor or the Special Servicer shall shall, to the extent within its control, permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure foreclosure, default or imminent default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool Pools in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution pursuant to by any Seller, as contemplated by Article II hereof), nor acquire any assets for the Trust, except as provided in Article II hereofherein, nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such action) to the effect that such sale, disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Certificates or the Component Interests of the 161 Class X Certificates, other than as the Residual Certificatescase may be, as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any REMIC Pool to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicers, the Master Servicer nor Servicer, the Special Servicer Securities Administrator or the Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Issuing Entity, (iii) the termination of any each REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificate as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Issuing Entity (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to any tax including a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the TrusteeDepositor, the Paying AgentServicer or the Trustee shall (except as otherwise expressly permitted under the terms of this Agreement) (1) sell, the Master Servicer nor the Special Servicer shall permit the sale, disposition dispose of or substitution of substitute for any of the Mortgage Loans (except in a disposition pursuant to connection with (i) the foreclosure or default of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) 1, REMIC 2, REMIC 3 or REMIC 4 pursuant to Article IX of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereofof this Agreement or (v) a purchase of defective or defaulted Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the TrustTrust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), except as provided in Article II hereof, nor (2) sell or dispose of any investments in the Certificate Collection Account or Distribution the Certificate Account for gain, nor (3) accept any contributions to any REMIC Pool the REMICs after the Closing Date (other than a cash contribution during the 3-month period beginning on the Startup DayQualified Substitute Mortgage Loan delivered in accordance with Section 2.04), in each case, unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the Person requesting party seeking to cause such action) to the effect that such sale, disposition, acquisition, substitution, acquisition or acceptance contribution, but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (Aa) affect adversely the status of any REMIC Pool 1, REMIC 2, REMIC 3 or REMIC 4 as a REMIC or of the REMIC Certificates, other than the Residual Certificates, as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant to the provisions of this Agreement) REMICs or (Db) cause any REMIC Pool the Trust Fund to be subject to a tax on "“prohibited transactions" ” or "prohibited “contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any the REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) holding such Mortgage Loan pursuant to Article VII of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofany REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool after the Closing Date (other than a cash contribution during any contributions from the 3-month period beginning on the Startup DayFunding Account as provided in Section 5.06 hereof), unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, Certificates other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Trust REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)Sections 2.06(b) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to Sections 2.06(b) or Distribution Account for gain3.03), nor accept any contributions to any the Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the Trust REMIC Pool as a REMIC or of the REMIC Certificates, other than the Residual Certificates, Class A Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any the Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any the Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.. 57

Prohibited Transactions and Activities. Neither the TrusteeSeller, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage 134 Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC constituting part of the Trust, except as provided in Article II hereofTrust Fund, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during constituting part of the 3-month period beginning on Trust Fund after the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any such REMIC Pool as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any such REMIC Pool to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any Trust REMIC Pool, or (iiiii) the termination of any Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)Sections -------- 2.06(b) or 3.03) or the substitution of a property for a Mortgaged Property, nor ------- ----- acquire any assets for the Trust, except as provided in Article II hereof, nor sell any Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to Sections 2.06(b) or Distribution Account for gain3.03), nor accept any ---------------- ----- contributions to any Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any Trust REMIC Pool as a REMIC or of the REMIC CertificatesI Regular Interests, other than the Residual Certificates, REMIC II Regular Interests or the REMIC III Regular Interests represented by the Class A Certificates and the Class X Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than REO Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Regular Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Trustee, the Paying AgentDepositor, the Master Servicer nor the Special Servicer Trustee shall permit the salesell, disposition dispose of, or substitution of substitute for any of the Mortgage Loans (Loans, except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Poolthe Trust Fund, (iii) the termination of any of REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) 1, REMIC 2 or REMIC 3 pursuant to Article X of the Codethis Agreement, or (iv) a substitution pursuant to Article II hereof)of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for the Trust, except as provided in Article II hereofeither REMIC, nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to any either REMIC Pool (other than a cash contribution during after the 3-month period beginning on the Startup Day)Closing Date, unless it has received an Opinion of Counsel (at the expense of the Person requesting party causing such actionsale, disposition, or substitution) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any of REMIC Pool 1, REMIC 2 or REMIC 3 as a REMIC or of the REMIC Certificates, interests therein other than the Residual Certificates, Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any REMIC Pool the Trust Fund (except pursuant to the provisions of this Agreement) or (Dd) cause any of REMIC Pool 1, REMIC 2 or REMIC 3 to be subject to a tax on "prohibited transactions" transactions or "prohibited contributions" or other tax contributions pursuant to the REMIC Provisions. The Trustee shall treat the Reserve Account as an "outside reserve fund" within the meaning of Treasury regulation 1.860G-2(h) that is owned by the Class X Certificateholders and that is not an asset of either REMIC. The Trustee shall treat the rights of the Holders of the 125 Regular Certificates to receive payments from Reserve Account as rights in the Cap Agreements written by the Holders of the Class X Certificates in favor of the Holders of the Regular Certificates. Thus, each Holder of the Regular Certificates shall be treated as representing ownership not only of Uncertificated REMIC 1 Regular Interests, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue price of the Uncertificated REMIC 1 Regular Interests, the Trustee shall assume that the Cap Agreements has a value equal to the Cap Agreements Purchase Price.

Prohibited Transactions and Activities. Neither The Special Servicer, on behalf of the TrusteeTrust Fund, the Paying Agent, the Master Servicer nor the Special Servicer shall not permit the sale, sale or disposition or substitution of any of the Mortgage Loans Loan at a time when the Mortgage Loan is not the subject of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the Lower-Tier REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the Lower-Tier REMIC Pool in a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for either the Trust, except as provided in Article II hereofLower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Certificate Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (other than a cash contribution during the 3three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution, substitution or acceptance will not (Aa) affect adversely the status of any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC as a REMIC REMIC, or of the REMIC Certificates, other than the Residual Certificates, Certificates as the representing regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement) ), or (Dd) cause any either the Lower-Tier REMIC Pool or the Upper-Tier REMIC to be subject to a tax on "“prohibited transactions" ” or "“prohibited contributions" or other tax ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither Subject to the Trusteeprovisions of Article II, neither the Paying Agent, Trustee nor the Master Servicer nor the Special Servicer shall permit the sale, disposition or substitution of any a Mortgage Note or the substitution of the Mortgage Loans a property for a Mortgaged Property (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, the REMIC I or REMIC II or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any the REMIC Pool I or REMIC II in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any assets for the Trust, except as provided in Article REMIC I or REMIC II hereof(other than REO), nor sell or dispose of any investments in the Certificate Account or Distribution Account Accounts for gain, nor accept any contributions to any the REMIC Pool I or REMIC II (other than a cash contribution during the 3-month period beginning on the Startup Dayexcept as contemplated by Section 4.2), unless it has received an (x) a Nondisqualification Opinion of Counsel (at the expense of the Person requesting the Trustee or the Master Servicer to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any the REMIC Pool I or REMIC II as a REMIC or of the REMIC Certificates, other than the Residual Certificates, or Lower-Tier regular interests as the regular interests therein, (B) affect the distribution of interest or principal on the Certificates, (Cb) result in the encumbrance of the assets transferred or assigned to any the REMIC Pool I or REMIC II (except pursuant to the provisions of this Agreement) or (Dc) cause any the REMIC Pool I or REMIC II to be subject to a tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC ProvisionsProvisions and (y) (i) as to any sale or disposition of a Mortgage Note, a statement in writing by the Master Servicer delivered to the Trustee setting forth the analysis described in Section 3.7 hereof and stating the Master Servicer's determination was made in accordance with Section 3.7 or (ii) as to any other described transaction, a statement delivered to the Trustee by the party requesting such transaction that the transaction will not reduce the aggregate disposition of interest or principal on the Certificates.

Prohibited Transactions and Activities. Neither the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer The Trustee shall not permit the sale, disposition or substitution of any of the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure bankruptcy or default insolvency of a Mortgage Loan, either Trust REMIC or (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any either Trust REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code, ) or substitution of the Mortgage Loans (iv) except a substitution pursuant to Article II hereof)SECTIONS 2.06(B) or 3.03) or the substitution of a property for a Mortgaged Property, nor acquire any assets for the Trust, except as provided in Article II hereof, nor sell either Trust REMIC (other than REO Property or dispose of any investments in the Certificate Account a Qualified Substitute Mortgage Loan pursuant to SECTIONS 2.06(B) or Distribution Account for gain3.03), nor accept any contributions to any either Trust REMIC Pool (other than a cash contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting the Trustee to take such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (Aa) affect adversely the status of any either Trust REMIC Pool as a REMIC or of the REMIC Certificates, other than Lower-Tier Regular Interests or the Residual Certificates, Upper-Tier Regular Interests represented by the Class A Certificates and the Class X Certificates as the regular interests therein, (Bb) affect the distribution of interest or principal on the Certificates, (Cc) result in the encumbrance of the assets transferred or assigned to any either Trust REMIC Pool (except pursuant to the provisions of this Agreement) or (Dd) cause any either Trust REMIC Pool to be subject to a an unindemnified tax on "prohibited transactions" or "prohibited contributions" or other tax pursuant to the REMIC Provisions.