Common use of Prohibited Transactions and Activities Clause in Contracts

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any REMIC created hereunder after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator upon which each such party may rely (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust of any REMIC Regular Interest created hereunder as REMICs a REMIC or (b) cause the Trust Fund any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any REMIC created hereunder after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator Master Servicer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeMaster Servicer) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust of any REMIC Regular Interest created hereunder as REMICs a REMIC or (b) cause the Trust Fund any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund either REMIC I or REMIC II (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs either REMIC I or REMIC II after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Certificate Insurer and the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust either REMIC I or REMIC II as REMICs a REMIC or (b) cause the Trust Fund either REMIC I or REMIC II to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Master Servicer Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor or acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor or sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor or accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Insurer and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Trust Administrator, the Paying Agent or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any REMIC created hereunder after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator upon which each such party may rely (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust of any REMIC created hereunder as REMICs a REMIC or (b) cause the Trust Fund any REMIC created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Certificate Account or Distribution Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Trust Administrator and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 223

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 161 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Master Servicer, the Securities Administrator or Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (viv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan)Fund, nor sell or dispose of any investments in the Distribution Custodial Account, the Excess Proceeds Account or the Certificate Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator Counsel (at the expense of the party seeking to cause such sale, disposition, substitution, substitution or acquisition or contribution but in no event at the shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution, substitution or acquisition or contribution will not (a) affect adversely the status of any the Trust Fund as a REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master ServicerServicers, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund either REMIC I or REMIC II (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs either REMIC I or REMIC II after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust either REMIC I or REMIC II as REMICs a REMIC or (b) cause the Trust Fund either REMIC I or REMIC II to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets 157 for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 177

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Trust Administrator and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a an Eligible Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the Trust REMIC Fund as two REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master ServicerOcwen, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the related Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC I and REMIC II pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund either REMIC I or REMIC II (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs REMIC I or REMIC II after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust either REMIC I or REMIC II as REMICs a REMIC or (b) cause the Trust Fund either REMIC I or REMIC II to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 155 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Trust Administrator and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Insurer and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Servicer, the Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 141 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund either REMIC I or REMIC II (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs either REMIC I or REMIC II after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Certificate Insurer and the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust either REMIC I or REMIC II as REMICs a REMIC or (b) cause the Trust Fund either REMIC I or REMIC II to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Servicers, the Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the related Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor or acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor or sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor or accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Guarantor and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property 158 acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor or acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor or sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor or accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this 124 Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund REMIC I (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Servicers, the Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund either REMIC I or REMIC II (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs REMIC I or REMIC II after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Certificate Insurer and the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC I or REMIC II as REMICs a REMIC or (b) cause the Trust Fund REMIC I or REMIC II to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall shall, unless otherwise expressly permitted by this Agreement, (a) sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor (b) acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor (c) sell or dispose of any investments in the Distribution Account for gain, nor (d) accept any contributions to the REMICs after the Closing Date (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution contribution, but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I/II-1 or REMIC III-1, (iii) the termination of any Trust REMIC I/II-1 or REMIC III-1 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party has it and the NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 162 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC I, REMIC II or REMIC III pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC I, REMIC II or REMIC III as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee, to the extent the Trustee is taking such action on behalf of the Certificateholders) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the Trust Fund as a REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 159 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor or acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor or sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor or accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance 169 with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Insurer and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to Fto be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund REMIC I (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Collection Account or the Certificate Account for gain, nor accept any contributions to the REMICs REMIC I after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.06), unless each such party it has received an Opinion of Counsel, addressed to the Trust Administrator, the Trustee and Securities Administrator the Certificate Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC I as REMICs a REMIC or (b) cause the Trust Fund REMIC I to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 161 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 218

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC I and REMIC II pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund either REMIC I or REMIC II (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Distribution Account for gain, nor accept any contributions to the REMICs REMIC I or REMIC II after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust either REMIC I or REMIC II as REMICs a REMIC or (b) cause the Trust Fund either REMIC I or REMIC II to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, 119 disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the Trust Fund as a REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this 119 Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to Fto be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC 1, (iii) the termination of any Trust REMIC 1 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party has it and the NIMs Insurer have received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMs Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 143 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC 1, (iii) the termination of any Trust REMIC 1 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party has it, the Class II-A3 Insurer and the NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee Trustee, the Class II-A3 Insurer and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an 137 Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of 172 the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the any Trust FundREMIC, (iii) the termination 135 of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund REMIC I (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 156 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC 1, (iii) the termination of any Trust REMIC 1 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions contrib utions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party has it and the NIMS Insurer, if any, have received an Opinion of Counsel, addressed to the Trustee and Securities Administrator and the NIMS Insurer, if any, (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeSecurities Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Seller or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, Fund (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II III of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Certificate Insurer and the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the Trust Fund as a REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.. 128

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trustee nor the Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, Fund (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than a REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Certificate Insurer, the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator ) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the REMIC Trust as a REMIC as REMICs or (b) cause the REMIC Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed 171 in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2, REMIC 3 or REMIC 4 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2, REMIC 3 or REMIC 4 as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an 153 Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor 110 acquire any assets for the Trust Fund REMIC I (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs REMIC I after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC I as REMICs a REMIC or (b) cause the Trust Fund REMIC I to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of 162 the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this 119 Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a an Eligible Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the Trust REMIC Fund as two REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master any Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Accounts or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 220

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 157 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master related Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of 178 the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Interim Servicer, the Servicer, the Master Servicer, the Securities Administrator or nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. 237 None of the Depositor, the Master ServicerServicers, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in a Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets 151 for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause 152 such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 149 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee Trustee, the Certificate Insurer and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will shall not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master any Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this 153 Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 195

Prohibited Transactions and Activities. None of the DepositorCompany, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund REMIC I (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs REMIC I after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee, to the extent the Trustee is taking such action on behalf of the Certificateholders) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC I as REMICs a REMIC or (b) cause the Trust Fund REMIC I to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the DepositorTrustee, the Issuer, the Master Servicer, Servicer nor the Securities Administrator or Manager acting on behalf of the Trustee Issuer shall sell, dispose of of, or substitute for any of the Mortgage Loans (Loans, except in connection with a disposition pursuant to (i) the foreclosure 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 of the Trust FundEstate, (iii) the termination of any Trust each REMIC pursuant to Article IX X of this AgreementIndenture, (iv) a substitution pursuant to Article II of this Agreement a Replacement Mortgage Loan for a Mortgage Loan or (v) a purchase of a Mortgage Loans Loan pursuant to Article II Section 8.04 or III Section 8.05 of this Agreement)Indenture, nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan)any REMIC, nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to the REMICs REMIC after the Closing Date Date, (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04from the Capitalized Interest Account or the Pre-Funding Account during the Pre-Funding Period), unless each such party the Trustee has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator Counsel (at the expense of the party seeking to cause causing such saledisposition, dispositionacquisition, substitution, acquisition or contribution but in no event at the expense of the Trusteeacceptance) that such saledisposition, dispositionacquisition, substitution, acquisition or contribution will acceptance shall not (a) affect adversely the status of any Trust such REMIC as REMICs a REMIC or of the Bonds other than the Class A-R Bonds as the regular interests therein, (b) cause affect adversely the payment of interest or principal on the Bonds, (c) result in the encumbrance of the assets constituting the Trust Fund Estate (except pursuant to the provisions of this Indenture) or (d) cause such REMIC to be subject to a tax on “prohibited transactions” transactions or “contributions” prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Administrator, the Master Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and the Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 235

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, (iii) the termination of any Trust REMIC 1, REMIC 2 or REMIC 3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Distribution Custodial Account or the Certificate Account for gain, nor accept any contributions to the REMICs after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC 1, REMIC 2 or REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.. 157

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an 143 Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), 150 nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect 150 adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an 139 Opinion of Counsel, addressed to the Trustee and Securities Administrator the NIMS Insurer (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust Fund, Fund (iii) the termination of any the Trust REMIC Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the Trust Fund (other than a REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs Trust Fund after the Closing Date (other than a Eligible Subsequent Mortgage Loan or a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of CounselCounsel acceptable to the Certificate Insurer, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any the Trust Fund as a REMIC as REMICs or (b) cause the Trust Fund to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Master Servicer, the Securities Trust Administrator or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure 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 of the Trust FundREMIC I, (iii) the termination of any Trust REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for the any Trust Fund REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to the REMICs any Trust REMIC after the Closing Date (other than a Eligible Qualified Substitute Mortgage Loan delivered in accordance with Section 2.042.03), unless each such party it has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the Trust Administrator(at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the TrusteeTrustee or Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as REMICs a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on “"prohibited transactions” " or “"contributions” " pursuant to the REMIC Provisions.